McLean Technologies Berhad - listed company

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MCLEAN TECHNOLOGIES BERHAD (Company No. 893631-T)

(Incorporated in Malaysia under the Companies Act 2016)

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE

PART A

(I) PROPOSED LONG TERM INCENTIVE PLAN FOR THE ELIGIBLE EMPLOYEES,

EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS OF THE COMPANY AND ITS NON-DORMANT SUBSIDIARIES

PART B

(I) PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE; AND

(II) PROPOSED NEW SHAREHOLDERS’ MANDATE FOR ADDITIONAL RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING IN NATURE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Adviser for Part A

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The Notice of Extraordinary General Meeting (“EGM”) of MClean Technologies Berhad to be held at Tawau Room, Auditorium & Convention Center @ The Podium, Ground Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250 Kuala Lumpur on Tuesday, 20 June 2017 at 10.30 a.m. or immediately after the conclusion or adjournment (as the case may be) of the Seventh Annual General Meeting (“AGM”) to be held at the same venue on the same day at 10.00 a.m., whichever is later, together with the Proxy Form are enclosed in this Circular. A shareholder entitled to attend and vote at the EGM is entitled to appoint up to 2 proxies to attend and vote at the meeting. The completed Proxy Form must be deposited at the office of the MClean’s Share Registrar, Symphony Share Registrars Sdn Bhd at Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time and date indicated below. The lodgement of the Proxy Form will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. Last day, date and time for lodging the Proxy form : Sunday, 18 June 2017 at 10.30 a.m. Day, date and time of the EGM : Tuesday, 20 June 2017 at 10.30 a.m.

This Circular is dated 5 June 2017

THIS CIRCULAR 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 advisers immediately. Bursa Malaysia Securities Berhad (“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. Part A of this Circular has been reviewed by TA Securities Holdings Berhad, who is the Adviser to MClean Technologies Berhad (“MClean” or “Company”) for the Proposed LTIP (as defined herein).

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PART A



PART B



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Adviser for Part A





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PART A



PART B



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Adviser for Part A





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PART A



PART B



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Adviser for Part A





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DEFINITIONS

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Except where the context otherwise requires, the following definitions shall apply throughout this Circular and the accompanying appendices: “5D-VWAP” : 5-day volume weighted average market price “Act” : Companies Act 2016 “AGM” : Annual General Meeting “Board” : Board of Directors of the Company “Bursa Securities” : Bursa Malaysia Securities Berhad “By-Laws” : By-Laws governing the Proposed LTIP as amended, modified and

supplemented from time to time, a draft of which is enclosed as Appendix I of this Circular

“Circular” : This circular to the shareholders dated 5 June 2017 “CMSA” : Capital Markets and Services Act 2007 “Decor” : Decor Industries Pte Ltd, a company incorporated in Singapore “DGC” : DGC Holdings Pte Ltd, a company incorporated in Singapore “Director” : A natural person who holds a directorship in the Company, whether

in an executive or non-executive capacity, and shall have the meaning given in Section 2 of the Act and Section 2(1) of the CMSA

“DWZ” : DWZ Industries Sdn Bhd, a 55% owned subsidiary of MClean “DWZJ” : DWZ Industries (Johor) Sdn Bhd, a wholly-owned subsidiary of

DWZ “Effective Date” : The date of full compliance with all relevant requirements pursuant

to the Listing Requirements in relation to the LTIP “EGM” : Extraordinary general meeting “Eligible Person(s)” : in respect of the SAP and SOS:

(a) An Employee of the Group (excluding dormant

subsidiaries); or (b) an executive and non-executive director of the Company

(excluding dormant subsidiary),

who fulfills the conditions of eligibility stipulated in the By-Laws “Employee” : A natural person who has attained the age of 18 years, is employed

by and on the payroll of any company within the MClean Group whose employment has been confirmed in writing and has not serve a notice to resign nor receive a notice of termination and falls within any other eligibility criteria that may be determined by the LTIP Committee from time to time at its discretion

“EPS” : Earnings per share “FPE” : Financial period ended

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DEFINITIONS (CONT’D)

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“FYE” : Financial year ended/ending, as the case may be “HDD” : Hard Disk Drive, a non-volatile electronic storage device that uses

rotating disks coated with ferromagnetic materials as the medium to record digitally encoded data

“HTPL” : Hui Technologies Pte Ltd, a company incorporated in Singapore “JCS” : JCS Group Pte Ltd, a company incorporated in Singapore and which

is wholly-owned by YHH “JCS Biotech” : JCS Biotech Pte Ltd, a company incorporated in Singapore “LHK” : Lim Han Kiau, Chief Executive Officer and a Director of MClean “Listing Requirements” : ACE Market Listing Requirements of Bursa Securities “LTIP” : Long term incentive plan “LTIP Awards” : SOS Option and SAP Award, collectively “LTIP Committee” : A committee duly appointed from time to time and authorized by

the Board to administer the Proposed LTIP in accordance with the By-Laws

“LPD” : 26 May 2017, being the latest practicable date prior to the printing

of this Circular “MAC” : MClean Advance Carrier Pte Ltd (formerly known as Techsin

Technologies (S) Pte Ltd), a company incorporated in Singapore and a wholly-owned subsidiary of MClean

“Major Shareholder” : A person who has an interest or interests in 1 or more voting shares

in a corporation and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is:

(a) 10% or more of the aggregate of the nominal amounts of all

the voting shares in the Company; or (b) 5% or more of the aggregate of the nominal amounts of all

the voting shares in the Company where such person is the largest shareholder of the Company

This 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 Major Shareholder of the Company

“Maximum Scenario” : Based on the total number of issued shares of MClean as at the LPD

of 178,778,000 MClean Shares and assuming full exercise of all 23,175,996 Warrants 2015/2020 into new MClean Shares.

“MClean” or “Company” : MClean Technologies Berhad “MClean Group” or “Group” : MClean and its group of companies “MClean Shares” or “Shares” : Ordinary shares in MClean “MFRS-2” : Malaysian Financial Reporting Standard 2 – Share-based Payment

as issued by the Malaysian Accounting Standards Board

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“Minimum Scenario” : Based on the total number of issued shares of MClean as at the LPD of 178,778,000 MClean Shares and assuming none of the 23,175,996 outstanding Warrants 2015/2020 are exercised into new MClean Shares

“MPPL” : MClean Precision Pte Ltd (formerly known as Magnetronics

Technology Pte Ltd), a company incorporated in Singapore and a wholly-owned subsidiary of MClean

“MTM” : MClean Technologies (M) Sdn Bhd, a wholly-owned subsidiary of

MClean “MTPL” : MClean Technologies Pte Ltd, a company incorporated in

Singapore and a wholly-owned subsidiary of MPPL “MTWCL” : MClean Technologies (Wuxi) Co. Ltd, a company incorporated in

the PRC and a wholly-owned subsidiary of MTPL “NA” : Net assets attributable to ordinary equity holders of the Company “Option Price” : The price at which an SOS Grantee shall be entitled to subscribe for

each new MClean Share upon the exercise of an Option “Person(s) Connected” : Shall have the same meaning given in Rule 1.01 of the Listing

Requirements “PRC” : People’s Republic of China “Proposed Mandates” : Proposed New Mandate and Proposed Renewal Mandate,

collectively “Proposed New Mandate” : Proposed new shareholders’ mandate for RRPT between MTM and

HTPL “Proposed Renewal Mandate” : Proposed renewal of the existing shareholders’ mandate obtained at

the Sixth AGM for RRPT between: (i) DWZ and Decor;

(ii) MTPL and JCS Biotech; and

(iii) MTWCL and JCS Biotech

“Proposed LTIP” : Proposed long term incentive plan of up to 30% of the Company’s

total number of issued shares (excluding any treasury shares) at any point of time during the duration of the LTIP, comprising the SOS and the SAP

“Related Party(ies)” : A Director, Major Shareholder or person connected with such

Director or Major Shareholder of MClean (or any other company which is its subsidiary company) who are interested in the Proposed Mandates. For the purpose of this definition, “Director” and “Major Shareholder” includes any person who is or was within the preceding 6 months of the date on which the terms of transaction were agreed upon, a director or Major Shareholder or person connected with such Director or Major Shareholder of the Group

“RM” and “sen” : Ringgit Malaysia and sen, respectively “RMB” : Renminbi

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“RRPT” : Recurrent transactions of a revenue or trading nature which are in the ordinary course of business and are necessary for day-to-day operations, entered into by the MClean Group which involve the interest, direct or indirect, of a Related Party

“SAP” : A share award plan under the Proposed LTIP, under which MClean

Shares are awarded to Eligible Persons “SAP Award” : An award of MClean Shares to the Eligible Persons under the SAP “SAP Grantee” : An Eligible Person who has accepted an offer under the SAP Award “SGD” : Singapore Dollars “Singapore” : Republic of Singapore “Subsidiary Companies” : A corporation that is deemed to be a subsidiary of another

corporation, if that other corporation: (a) controls the board of directors of the first-mentioned

corporation;

(b) controls more than half of the voting power of the first- mentioned corporation; or

(c) holds more than half of the issued share capital of the first-mentioned corporation

“SOS” : A share option scheme under the Proposed LTIP, under which SOS

Options are awarded to Eligible Persons “SOS Grantee” : An Eligible Person who has accepted an offer of the SOS Options “SOS Options” or “Options” : A right to subscribe for new MClean Shares under the SOS “TA Securities” : TA Securities Holdings Berhad “THB” : Thai Baht “USD” : United States Dollar “Warrants” or “Warrants 2015/2020”

: 23,175,996 outstanding warrants 2015/2020 in the Company exercisable into 23,175,996 MClean Shares and expiring on 7 October 2020

“YHH” : Yeo Hock Huat, Executive Chairman of MClean “YSL” : Yeo Seow Lai, Non-Independent Non-Executive Director of MClean 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 day in this Circular shall be a reference to Malaysian time, unless otherwise specified.

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TABLE OF CONTENTS

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PART A LETTER TO THE SHAREHOLDERS OF MCLEAN IN RELATION TO THE PROPOSED LTIP 1. INTRODUCTION 1

2. DETAILS OF THE PROPOSED LTIP 2

3. RATIONALE FOR THE PROPOSED LTIP 6

4. UTILISATION OF PROCEEDS 7

5. EFFECTS OF THE PROPOSED LTIP 7

6. HISTORICAL SHARE PRICES 12

7. APPROVALS REQUIRED 12

8. INTER-CONDITIONALITY OF THE PROPOSED LTIP 13

9. CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION 13

10. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH THEM 13

11. DIRECTORS’ STATEMENT AND RECOMMENDATION 14

12. ESTIMATED TIME FRAME FOR IMPLEMENTATION 15

13. EGM 15

14. FURTHER INFORMATION 15 PART B LETTER TO THE SHAREHOLDERS OF MCLEAN IN RELATION TO THE PROPOSED MANDATES 1. INTRODUCTION 16 2. DETAILS OF THE PROPOSED MANDATES 17 3. GUIDELINES, METHODS AND PROCEDURES IN RELATION TO THE RRPT 23 4. RATIONALE AND BENEFITS OF TRANSACTING WITH THE RELATED PARTIES 24 5. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED

WITH THEM 25 6. AMOUNTS DUE AND OWING TO MCLEAN GROUP BY RELATED PARTIES 26 7. DIRECTORS’ STATEMENT AND RECOMMENDATION 26 8. STATEMENT OF AUDIT COMMITTEE 27 9. APPROVALS REQUIRED 27 10. EGM 27 11. FURTHER INFORMATION 27

APPENDICES I DRAFT BY-LAWS 28 II FURTHER INFORMATION 72 NOTICE OF EGM ENCLOSED

PROXY FORM ENCLOSED

PART A

LETTER TO THE SHAREHOLDERS OF MCLEAN IN RELATION TO THE PROPOSED LTIP

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MCLEAN TECHNOLOGIES BERHAD

(Company No. 893631-T) (Incorporated in Malaysia under the Companies Act 2016)

Registered Office: 10th Floor, Menara Hap Seng

No. 1 & 3 Jalan P. Ramlee 50250 Kuala Lumpur

5 June 2017

Board of Directors Yeo Hock Huat (Executive Chairman) Lim Han Kiau (Chief Executive Officer) Dato’ Mark William Ling Lee Meng (Senior Independent Non-Executive Director) Dr Ho Choon Hou (Independent Non-Executive Director) Pang Kong Chek (Independent Non-Executive Director) Yeo Seow Lai (Non-Independent Non-Executive Director) To: Shareholders of the Company Dear Sir/Madam, PROPOSED LTIP 1. INTRODUCTION

On 26 May 2017, TA Securities announced the Proposed LTIP on behalf of the Board. Bursa Securities had, vide its letter dated 1 June 2017, approved the listing of and quotation for the new MClean Shares to be issued pursuant to the Proposed LTIP on the ACE Market of Bursa Securities, subject to the conditions set out in Section 7 of Part A of this Circular. THE PURPOSE OF PART A OF THIS CIRCULAR IS TO PROVIDE WITH MCLEAN’S SHAREHOLDERS WITH INFORMATION ON THE PROPOSED LTIP AND TO SEEK MCLEAN’S SHAREHOLDERS’ APPROVAL FOR THE RESOLUTIONS RELATING TO THE PROPOSED LTIP TO BE TABLED AT THE COMPANY’S FORTHCOMING EGM. THE NOTICE OF EGM TOGETHER WITH THE PROXY FORM ARE ENCLOSED IN THIS CIRCULAR. SHAREHOLDERS OF MCLEAN ARE ADVISED TO READ AND CAREFULLY CONSIDER THE CONTENTS OF PART A OF THIS CIRCULAR AND ITS APPENDICES BEFORE VOTING ON THE RESOLUTIONS.

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2. DETAILS OF THE PROPOSED LTIP

The Company is proposing to implement a long term incentive plan, which shall comprise a SOS and a SAP, for eligible Employees, Executive Directors and Non-Executive Directors of the Company and its non-dormant subsidiaries, who fulfil the eligibility criteria as set out in the By-Laws. In implementing the Proposed LTIP, the Company decided that any vesting of MClean Shares comprised in SAP Award shall be satisfied through the issuance of new MClean Shares. The Proposed LTIP will be administered by LTIP Committee. The decision as to whether or not to stagger the allocation of the LTIP Award over the duration of the Proposed LTIP shall be determined by the LTIP Committee at a later date.

2.1 SOS

The Company is proposing to grant SOS Options to Eligible Persons with the right to subscribe for new MClean Shares at the Option Price, subject to the achievement by the Eligible Persons of certain performance targets to be prescribed by the LTIP Committee. The Options Price shall be based on the 5D-VWAP of MClean Shares, as quoted on Bursa Securities, immediately preceding the date of offer with a discount of not more than 10% (or such other percentage of discount as may be permitted by Bursa Securities and/or any other relevant authorities from time to time).

2.2 SAP The SAP will allow MClean to award MClean Shares to Eligible Persons, subject to the terms and conditions of the By-Laws.

2.3 Salient terms and conditions of By-Laws

2.3.1 Maximum number of new MClean Shares available under the Proposed LTIP The total number of new MClean Shares to be issued pursuant to the Proposed LTIP shall not exceed in aggregate 30% of the total number of issued shares of the Company (excluding any treasury shares) at any point in time during the tenure of the Proposed LTIP.

2.3.2 Maximum allowable allotment and basis of allocation The allocation of MClean Shares to be made available for the LTIP Awards under the Proposed LTIP shall be determined at the discretion of the LTIP Committee. The maximum number of MClean Shares that may be offered to an Eligible Person shall be determined at the discretion of the LTIP Committee after taking into consideration factors including: (i) the seniority, job grading, performance, length of service and/or contribution

to the Group by the Eligible Person; (ii) in the case of an Eligible Person who is a director of MClean, the Eligible

Person’s contribution towards the growth of MClean Group and position in various board committees of MClean;

(iii) and other criteria which the LTIP Committee deems relevant; and shall be subject to the following: (a) the Directors and senior management do not participate in the deliberation or

discussion of their own allocations;

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(b) the allocation to an Eligible Person who, either singly or collectively through persons connected with the Eligible Person, if he/she holds 20% or more of the total number of issued shares of MClean (excluding any treasury shares), must not exceed 10% of the MClean Shares to be allocated under the Proposed LTIP; and

(c) the maximum number of MClean Shares to be allocated, in aggregate, to the Directors and senior management of the Company and its non-dormant subsidiaries as well as persons connected with them shall not exceed 80% of the total number of new MClean Shares to be issued under the Proposed LTIP,

provided always that it is in accordance with prevailing guidelines issued by Bursa Securities, the Listing Requirements or any other requirements of relevant authorities as amended from time to time. The LTIP Committee shall have the discretion in determining: (a) whether the allocation available shall be awarded in one single award, or

several separate and independent awards; and (b) the number of Shares comprised in each LTIP Award as well as the vesting

date(s) and vesting conditions for each LTIP Award. The actual number of Shares which may be offered to any Eligible Person shall be at the discretion of the LTIP Committee subject to any adjustment provided that the number of Shares so offered shall not be less than 100 MClean Shares or more than the maximum allowable allocation of such Eligible Person and shall be in multiples of 100 MClean Shares.

2.3.3 Eligibility

Eligible Persons meeting the following criteria as at the date of offer are eligible to participate in the Proposed LTIP: (i) he/she attained the age of at least 18 years and is not an undischarged

bankrupt or subject to any bankruptcy proceedings; (ii) if an Employee, he/she is in employment in MClean and/or its subsidiaries,

who has been confirmed in service in writing and has not served a notice to resign nor receive a notice of termination;

(iii) if Executive/Non-Executive Directors, he/she is appointed and remains

appointed as a director of MClean and/or its subsidiaries; and/or (iv) is under such categories and criteria that the LTIP Committee may from time

to time decide at its sole discretion.

In the case of Directors of MClean or an executive Employee (who is the chief executive or a Major Shareholder of MClean) and or persons connected with them, their specific entitlements/ allotments under the Proposed LTIP shall be approved by the shareholders of the Company in a general meeting. Eligibility does not confer on an Eligible Person a claim or right to participate in the Proposed LTIP unless the LTIP Committee has made an offer to the Eligible Person in the manner set out in the By-Laws and the Eligible Person has accepted the offer in accordance with the terms of offer and the Proposed LTIP.

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The LTIP Committee shall from time to time decide at its absolute discretion to determine or vary the terms and conditions of the SAP Award and/or SOS Option, such as the eligibility criteria and allocation for each SAP Award and/or SOS Option, the timing and frequency of the award of SAP Award and/or SOS Option, the performance targets and performance conditions (where applicable) to be met before the SAP Award and/or SOS Option is offered and vested, as well as the vesting period. Upon acceptance of the SAP Award by the SAP Grantees, the MClean Shares will vest, at no cost, with the SAP Grantees over the tenure of the LTIP if the vesting conditions for the SAP Award as stipulated in Section 2.3.7 of Part A of this Circular have been satisfied on the vesting date(s).

2.3.4 Ranking of new MClean Shares The new MClean Shares arising from the vesting of the SAP Award or exercise of the SOS Options shall, upon allotment and issuance, rank pari passu in all respects with the MClean Shares already in issuance save and except that they shall not be entitled to any dividends, rights, allotments or any other distributions which may be declared, made or paid, for which the entitlement date is prior to the date of allotment of the new MClean Shares.

2.3.5 Duration of the Proposed LTIP

The Proposed LTIP shall come into force on the Effective Date. The Proposed LTIP shall be in force for a period of 10 years from the Effective Date. On the expiry of the Proposed LTIP, any LTIP Award which have yet to be exercised or vested (whether fully or partially) shall be deemed terminated and be null and void. The Proposed LTIP may be terminated by the LTIP Committee at any time before the date of expiry, provided that the Company makes an announcement immediately to Bursa Securities.

2.3.6 Holding of MClean Shares An eligible director who is a Non-Executive Director of MClean and/or any of its non-dormant subsidiaries shall not sell, transfer or assign the MClean Shares obtained through the exercise of the SOS Options and/or vesting of SAP Award offered to him/her within 1 year from the date of offer, pursuant to the Rule 8.22 of the Listing Requirements. Save for the Non-Executive Directors, the new MClean Shares allotted and issued to the SOS Grantees pursuant to the exercise of the SOS Options and the MClean Shares allotted to the SAP Grantees will not be subject to any holding period or restriction on transfer, disposal and/ or assignment. However, the Company encourages the Eligible Persons to hold the Shares as a long-term investment and not for realisation of immediate gain.

2.3.7 Vesting Conditions

The SOS Options will only vest to the SOS Grantee on the vesting date(s) if: (i) he/she attained the age of at least 18 years and is not an undischarged

bankrupt or subject to any bankruptcy proceedings;

(ii) the SOS Grantee remains in employment with MClean Group as at the vesting date;

(iii) the performance targets as may be set by the LTIP Committee are met; and

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(iv) any other vesting conditions (if any) are fully and duly satisfied. The new MClean Shares comprised in the SAP Award will only vest to the SAP Grantees on the vesting date(s) if: (i) he/she attained the age of at least 18 years and is not an undischarged

bankrupt or subject to any bankruptcy proceedings; (ii) the SAP Grantee remains in employment with MClean Group as at the

vesting date; (iii) the performance targets as may be set by the LTIP Committee are met; and (iv) any other vesting conditions (if any) are fully and duly satisfied.

2.3.8 Amendment and/or modification to the long term incentive plan Subject to the By-Laws, compliance with the Listing Requirements and the approvals of any other authorities (if required), the LTIP Committee may at any time and from time to time recommend to the Board any additions and amendments to or deletions of the By-Laws as it shall in its discretion think fit and the Board shall have the power by resolution to add to, amend or delete all or any of the By-Laws upon such recommendation subject to the Company submitting a confirmation letter to Bursa Securities (within 5 market days after the effective date of the additions, amendments and/or modifications to and/or deletion of the By-Laws) each time an amendment is made, that the said amendment is in compliance with the provisions of the Listing Requirements pertaining to LTIP and Rules of Bursa Malaysia Depository Sdn Bhd pursuant to Rule 2.12 of the Listing Requirements. Subject to the compliance with the Listing Requirements and any other relevant authorities and their approvals being obtained (if required under the Listing Requirements and applicable laws and regulations), the LTIP Committee may at any time and from time to time recommend to the Board any additions or amendments to or deletions of the By-Laws as it shall in its discretion think fit and the Board shall have the power by resolution to add to, amend or delete all or any of the By-Laws upon such recommendation PROVIDED ALWAYS THAT no additions or amendments to or deletions of the By-Laws shall be made which will: (i) prejudice any rights then accrued to any participant without the prior consent

or sanction of that participant (as the case may be);

(ii) prejudice any rights of the shareholders of the Company without the prior approval of the Company's shareholders in a general meeting; or

(iii) increase the number of MClean Shares available under the LTIP beyond the

maximum imposed by the By-Laws; or

(iv) alter to the advantage of any Eligible Person in respect of any matters which are required to be contained in the By-Laws by virtue of the Listing Requirements, without the prior approval of the Company’s shareholders in a general meeting unless allowed otherwise by the provisions of the Listing Requirements.

2.3.9 Non-transferability, termination of options and suspension

A SOS Option and SAP Award is personal to the Eligible Persons and is exercisable only by the Eligible Persons personally during his/her lifetime whilst he/she is in the employment in any company in the Group.

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A SOS Option or SAP Award so awarded and/or vested shall not be transferred, assigned, disposed of or subject to any encumbrances by the Eligible Persons. Any such transfer, assignment, disposal or encumbrance shall result in the automatic cancellation of the SOS Option and SAP Award.

2.3.10 Alteration of share capital and adjustment In the event of an alteration in the share capital of the Company during the duration of the Proposed LTIP, whether by way of a rights issue, bonus issue or other capitalisation issue, consolidation or subdivision of Shares or reduction or any other variation of capital, the Board may, at its discretion and in good faith cause such adjustment to the number of Shares which shall be exercisable or vested under a SOS Option or SAP Award and/or the Option Price. Save as provided for in the By-Laws, the external auditors or the adviser (which must be a corporate finance adviser under the Principal Adviser Guidelines issued by the Securities Commission Malaysia) selected by the Directors (acting as an expert and not as an arbitrator) must confirm in writing that the adjustments are in their opinion fair and reasonable.

3. RATIONALE FOR THE PROPOSED LTIP

The Proposed LTIP is intended to provide an opportunity for Directors (including Non-Executive Directors) and Employees of the Group to participate in the equity of the Company so as to motivate them to greater dedication, loyalty and higher standards of performance, and to give recognition to those who have contributed significantly to the growth and performance of the Company and/or the Group. The Proposed LTIP has the following primary objectives: (i) to recognise the contributions of the Eligible Persons whose services are valued and considered

vital to the operations and continued growth of MClean Group; (ii) to motivate the Eligible Persons towards improved performance through greater productivity

and loyalty; (iii) inculcate a greater sense of belonging and dedication as the Eligible Persons are given the

opportunity to participate directly in the long term development and growth of MClean Group; (iv) to attract and retain high-calibre Eligible Persons, hence ensuring that the loss of key personnel

is kept to a minimum level; and (v) reward the Eligible Persons by allowing them to participate in MClean Group’s profitability by

way of potentially realising capital gains that may arise from appreciation in the price of the MClean Shares.

The LTIP is extended to the non-executive directors of the Group (excluding dormant subsidiaries) for the following reasons: (i) the non-executive directors come from different professions and backgrounds and bring to the

Group a wealth of experience in corporate governance and business management. Although they are not involved in the day-to-day running of the Group, they nevertheless work closely with the Group and, with their experience, knowledge and expertise, are in a position to contribute to the effective decision making of the Board. They are often consulted on various matters affecting the Company, such as strategic issues and planning, material acquisition and disposal of assets, risk management policies, governance matters and regulatory compliance, among others. The extension of the LTIP to the non-executive directors is therefore to:

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(a) recognise their services and contributions to the growth and development of the Group; (b) reward them for their contributions in the governance and operational performance of the

Group; (c) incentivise them to continue providing strategic insight and direction to the Group; and (d) further promote active participation of these non-executive directors in the development,

evaluation and implementation of the strategic initiatives of the Group; and

(ii) the award of MClean Shares will allow the Company to attract and retain experienced and qualified persons from different professional backgrounds to join the Company as non-executive directors and to motivate existing directors to further promote the interests of the Group.

4. UTILISATION OF PROCEEDS

Proceeds to be received by the Company from the exercise of the SOS Options will be utilised for the Group’s working capital purposes, including staff costs, payment to trade creditors and general expenses, as the Board will decide. However, the amount of proceeds arising from the exercise of SOS Options cannot be determined at this juncture as these will depend on, amongst others, the number of SOS Options granted and exercised at the relevant point in time and the Option Price. The Company will not receive any proceeds from the SAP Award as the SAP Grantees will not be required to pay for the new MClean Shares under the SAP Award. The expenses to be incurred by the Company for the implementation of the Proposed LTIP is estimated at approximately RM80,000.

5. EFFECTS OF THE PROPOSED LTIP 5.1 Issued share capital and total number of issued shares

The Proposed LTIP will not have any immediate effect on the Company’s existing total number of issued shares, which will increase in accordance with the number of new MClean Shares to be issued pursuant to the Proposed LTIP. Strictly for illustrative purposes, assuming 30% of MClean’s total number of issued shares (excluding any treasury shares) are issued under the Proposed LTIP, the pro forma effects on the issued share capital of MClean are as follows:

Share capital and number of issued shares of MClean

Minimum Scenario Maximum Scenario No. of MClean

Shares

RM

No. of MClean Shares

RM

As at the LPD 178,778,000 44,694,500 178,778,000 44,694,500

To be issued pursuant to the full exercise of the Warrants 2015/2020

- - 23,175,996 5,793,999(1)

178,778,000 44,694,500 201,953,996 50,488,499

Maximum number of new MClean Shares to be issued pursuant to the Proposed LTIP

53,633,400(2) 15,392,786(3) 60,586,100(2) 17,388,211(3)

Enlarged share capital and number of issued shares

232,411,400 60,087,286 262,540,096 67,876,710

8

8

Notes:

(1) Based on exercise price of RM0.25 for each Warrant 2015/2020. (2) Rounded down to nearest 100.

(3) Based of 5D-VWAP of MClean Shares up to and including the LPD of RM0.2870, and rounded

to nearest RM. 5.2 NA and gearing

The Proposed LTIP is not expected to have an immediate effect on the consolidated NA per MClean Share and gearing of the Group until such time when the new MClean Shares are allotted and issued pursuant to the vesting of the SAP Award or when the SOS Options are exercised. The effects on the NA per Share and gearing of the Group will depend upon the vesting of the SAP Award and the Option Price of the MClean Shares comprised in the SOS Options, the number of new MClean Shares to be issued upon exercise of the SOS Options and the potential effect on the future earnings of the Group arising from the adoption of the MFRS-2. Under the SOS, whilst the granting of the SOS Options is expected to result in the recognition of a charge in MClean Group’s statement of comprehensive income pursuant to MFRS-2, the recognition of such a charge will have no material effect on the MClean Group’s NA as a corresponding amount will be classified as an equity compensation reserve which forms part of the MClean Group’s shareholders’ equity. If none of the granted SOS Options are exercised within the duration of the SOS, the amount outstanding in the equity compensation reserve would be transferred to the Company’s retained earnings. If the granted SOS Options are exercised, the amount outstanding in the equity reserve would be transferred to the Company’s share capital account. Any potential effect of the SAP Award on MClean Group’s consolidated NA per Share and gearing will depend on the fair value of the MClean Shares to be awarded on the date of granting as well as the number of MClean Shares to be issued, which can only be determined at the point of the vesting of the SAP Award on the date of vesting. The Company has taken note of the potential impact of MFRS-2 on the Group's future NA per MClean Share and shall take into consideration such impact on the allocation and granting of SOS Options and the SAP Award to the Eligible Persons.

5.3 Earnings and EPS

The potential effects of the Proposed LTIP on the earnings and EPS of the MClean Group for the financial year ending 31 December 2017 and in the future would depend on the number of MClean Shares granted and vested under the SAP, the number of SOS Options granted and exercised, the Option Price payable upon the exercise of the SOS Options, as well as the earnings impact of MFRS-2. Under MFRS-2, the potential cost arising from the issuance of the SOS Options is measured by the fair value of the SOS Options, which is expected to vest at each date of offer and is recognised in the statement of profit or loss and other comprehensive income of MClean Group over the vesting period of the SOS Options, whereby reducing the earnings of MClean Group. The fair value of the SOS Options is determined after taking into consideration the historical volatility of MClean Shares, the risk-free rate of return, the Option Price and the time to maturity of the SOS Options from the vesting date of the SOS Options. Hence, the potential effect on the EPS of MClean Group, as a consequence of the recognition of the said cost, cannot be determined at this juncture. Under MFRS-2, the potential cost of awarding the MClean Shares under the SAP will need to be measured by fair value on the date of granting and recognised as an expense in MClean Group’s statement of profit or loss and other comprehensive income over the vesting period of such Shares under the SAP.

9

9

The extent of the effect of the SAP on the Group’s EPS cannot be determined at this juncture as it would depend on the fair value of the MClean Shares at the respective dates of the SAP Award. However, the potential cost of the SAP Award does not represent a cash outflow and is only an accounting treatment. The Company has taken note of the potential impact of the MFRS-2 on MClean Group's future earnings and shall take into consideration such impact on the allocation and granting of the MClean Shares to the Eligible Persons. The Company has taken note of the potential impact on MFRS-2 on MClean Group’s future earnings and shall take into consideration such impact on the allocation and granting of SOS Options and/or the SAP Award to the Eligible Persons.


10

10

5.4

Subs

tant

ial s

hare

hold

ers’

shar

ehol

ding

s Th

e Pr

opos

ed L

TIP

is n

ot e

xpec

ted

to h

ave

any

imm

edia

te e

ffec

t on

the

subs

tant

ial s

hare

hold

ers'

shar

ehol

ding

s in

the

Com

pany

. Any

pot

entia

l eff

ect o

n th

e su

bsta

ntia

l sha

reho

ldin

gs in

MC

lean

will

dep

end

on th

e nu

mbe

r of n

ew M

Cle

an S

hare

s iss

ued

unde

r the

Pro

pose

d LT

IP a

t any

poi

nt in

tim

e.

As a

t the

LPD

, the

pro

form

a ef

fect

s of t

he P

ropo

sed

LTIP

on

the

dire

ct a

nd in

dire

ct sh

areh

oldi

ngs o

f the

subs

tant

ial s

hare

hold

ers o

f MC

lean

are

as f

ollo

ws:

M

inim

um S

cena

rio

As a

t the

LPD

A

fter

the

Prop

osed

LTI

P(1)

D

irec

t In

dire

ct

Dir

ect

Indi

rect

N

ame

No.

of M

Cle

an S

hare

s %

N

o. o

f MC

lean

Sha

res

%

No.

of M

Cle

an S

hare

s %

N

o. o

f MC

lean

Sha

res

%

Dec

or

56,3

78,0

00

31.5

4 -

- 56

,378

,000

24

.26

- -

JCS

38

,747

,942

21

.67

- -

38,7

47,9

42

16.6

7 -

- Y

HH

26

,117

,000

14

.61

39,7

48,0

04(2

) 22

.23

26,1

17,0

00

11.2

4 39

,748

,004

(2)

17.1

0 LH

K

80,0

00

0.04

56

,785

,000

(3)

31.7

6 80

,000

0.

03

56,7

85,0

00(3

) 8.

1 24

.43

DG

C

- -

56,3

78,0

00(4

) 31

.54

- -

56,3

78,0

00(4

) 24

.26

Not

es:

(1)

Base

d on

the

enla

rged

sha

re c

apita

l of 2

32,4

11,4

00 M

Cle

an S

hare

s su

bseq

uent

to th

e is

suan

ce o

f the

new

MC

lean

Sha

res

purs

uant

to th

e Pr

opos

ed L

TIP.

As

the

Boar

d ha

s ye

t to

deci

de o

n th

e qu

antu

m o

f the

new

MC

lean

Sha

res

and

SOS

Opt

ions

to b

e al

loca

ted

to th

e D

irec

tors

and

Maj

or S

hare

hold

ers o

f the

Com

pany

, the

ef

fect

s do

not

take

into

acc

ount

any

pro

visi

onal

allo

tmen

t of n

ew M

Cle

an S

hare

s an

d SO

S O

ptio

ns to

YH

H (a

con

trolli

ng sh

areh

olde

r an

d an

Exe

cutiv

e C

hair

man

of

the

Com

pany

) and

LH

K (a

Maj

or S

hare

hold

er a

nd C

hief

Exe

cutiv

e O

ffice

r of t

he C

ompa

ny).

(2)

Dee

med

inte

rest

ed b

y vi

rtue

of h

is sh

areh

oldi

ng in

JCS

, as w

ell a

s the

shar

ehol

ding

s of h

is si

blin

gs, Y

SL a

nd Y

eo L

ian

Chen

g, p

ursu

ant t

o Se

ctio

n 8

of th

e Ac

t. (3

) D

eem

ed in

tere

sted

by

virt

ue o

f his

shar

ehol

ding

in D

GC

, as w

ell a

s his

sist

er’s

(Lim

Cho

on G

eok)

shar

ehol

ding

in M

Cle

an, p

ursu

ant t

o Se

ctio

n 8

of th

e Ac

t. (4

) D

eem

ed in

tere

sted

by

virt

ue o

f its

100%

shar

ehol

ding

in D

ecor

, pur

suan

t to

Sect

ion

8 of

the

Act.

[The

res

t of t

his p

age

has b

een

inte

ntio

nally

left

bla

nk]

11

11

Max

imum

Sce

nari

o

A

s at t

he L

PD

(I)

Ass

umin

g fu

ll ex

erci

se o

f the

War

rant

s 20

15/2

020(1

)

(II)

Aft

er (I

) and

aft

er th

e Pr

opos

ed L

TIP(2

)

D

irec

t In

dire

ct

Dir

ect

Indi

rect

D

irec

t In

dire

ct

Nam

e

No.

of

MC

lean

Sh

ares

%

No.

of

MC

lean

Sh

ares

%

No.

of

MC

lean

Sh

ares

%

No.

of

MC

lean

Sh

ares

%

No.

of

MC

lean

Sh

ares

%

No.

of

MC

lean

Sh

ares

%

D

ecor

56

,378

,000

31

.54

- -

56,3

78,0

00

27.9

2 -

- 56

,378

,000

21

.47

- -

JCS

38

,747

,942

21

.67

- -

48,0

47,4

48

23.7

9 -

- 48

,047

,448

18

.30

- -

YH

H

26,1

17,0

00

14.6

1 39

,748

,004

(3)

22.2

3 26

,185

,080

12

.97

49,2

87,5

24(3

) 24

.41

26,1

85,0

80

9.97

49

,287

,524

(3)

18.7

7 LH

K

80,0

00

0.04

56

,785

,000

(4)

31.7

6 99

,200

0.

05

56,8

82,6

80(4

) 28

.17

99,2

00

0.04

56

,882

,680

(4)

21.6

7 D

GC

-

- 56

,378

,000

(5)

31.5

4 -

- 56

,378

,000

(5)

27.9

2 -

- 56

,378

,000

(5)

21.4

7

Not

es:

(1

) As

at t

he L

PD:

(i)

JCS

hold

s 9,2

99,5

06 W

arra

nts 2

015/

2020

; (ii

) YH

H h

olds

68,

080

War

rant

s 201

5/20

20;

(iii)

YSL

hold

s 144

,014

War

rant

s 201

5/20

20;

(iv)

Yeo

Lian

Che

ng h

olds

96,

000

War

rant

s 201

5/20

20;

(v)

LHK

hol

ds 1

9,20

0 W

arra

nts 2

015/

2020

; and

(v

i) Li

m C

hoon

Geo

k ho

lds 9

7,68

0 W

arra

nts 2

015/

2020

. (2

) Ba

sed

on th

e en

larg

ed sh

are

capi

tal o

f 262

,540

,096

MC

lean

Sha

res s

ubse

quen

t to

the

issu

ance

of t

he n

ew M

Cle

an S

hare

s pur

suan

t to

the

Prop

osed

LTI

P. A

s the

Boa

rd

has

yet t

o de

cide

on

the

quan

tum

of t

he n

ew M

Cle

an S

hare

s an

d SO

S O

ptio

ns to

be

allo

cate

d to

the

Dir

ecto

rs a

nd M

ajor

Sha

reho

lder

s of

the

Com

pany

, the

effe

cts

do

not

take

int

o ac

coun

t an

y pr

ovisi

onal

allo

tmen

t of

new

MC

lean

Sha

res

and

SOS

Opt

ions

to

YHH

(a

cont

rolli

ng s

hare

hold

er a

nd a

n Ex

ecut

ive

Chai

rman

of

the

Com

pany

) and

LH

K (a

Maj

or S

hare

hold

er a

nd C

hief

Exe

cutiv

e O

ffice

r of t

he C

ompa

ny).

(3)

Dee

med

inte

rest

ed b

y vi

rtue

of h

is sh

areh

oldi

ng in

JCS

, as

wel

l as t

he sh

areh

oldi

ngs o

f his

sibl

ings

, YSL

and

Yeo

Lia

n C

heng

, pur

suan

t to

Sect

ion

8 of

the

Act.

(4)

Dee

med

inte

rest

ed b

y vi

rtue

of h

is sh

areh

oldi

ng in

DG

C, a

s wel

l as h

is si

ster

’s (L

im C

hoon

Geo

k) sh

areh

oldi

ng in

MC

lean

, pur

suan

t to

Sect

ion

8 of

the

Act.

(5)

Dee

med

inte

rest

ed b

y vi

rtue

of i

ts 10

0% sh

areh

oldi

ng in

Dec

or, p

ursu

ant t

o Se

ctio

n 8

of th

e Ac

t.

12

12

5.5 Convertible securities

As at the LPD, the Company does not have any existing convertible securities except for the Warrants 2015/2020 which are exercisable into MClean Shares. Pursuant to the deed poll dated 21 September 2015 constituting the Warrants 2015/2020, the Proposed LTIP will not give rise to any adjustments to the exercise price of the Warrants 2015/2020 or to the number of new MClean Shares to be issued relating to the exercise of the Warrants 2015/2020.

6. HISTORICAL SHARE PRICES

The monthly highest and lowest prices of MClean Shares traded on Bursa Securities for the last 12 months are as follows: Highest Lowest RM RM 2016 June 0.185 0.160 July 0.190 0.160 August 0.175 0.155 September 0.170 0.150 October 0.170 0.145 November 0.175 0.135 December 0.150 0.130 2017 January 0.170 0.135 February 0.185 0.150 March 0.210 0.170 April 0.250 0.185 May 0.350 0.215

The last transacted market price of MClean Shares immediately prior to the announcement of the Proposed LTIP on 26 May 2017 was RM0.260. The last transacted market price of MClean Shares on the LPD, was RM0.250.

(Source: Bloomberg L.P.) 7. APPROVALS REQUIRED

The Proposed LTIP is subject to approvals being obtained from: (i) Bursa Securities for the listing of and quotation for the new MClean Shares arising from the

Proposed LTIP, on the ACE Market of Bursa Securities. The approval which was obtained on 1 June 2017 is subject to the following conditions:

Conditions Status of compliance (a) MClean is required to submit a confirmation to Bursa

Securities of full compliance of the Proposed LTIP pursuant to Rule 6.44(1) of the Listing Requirements and stating the effective date of implementation together with a certified true copy of the resolution passed by the shareholders in general meeting; and

To be complied

13

13

Conditions Status of compliance (b) MClean is required to furnish Bursa Securities on a quarterly

basis a summary of the total number of LTIP shares listed as at the end of each quarter together with a detailed computation of listing fees payable.

To be complied

(ii) shareholders of MClean at an EGM to be convened.

8. INTER-CONDITIONALITY OF THE PROPOSED LTIP

The Proposed LTIP is not conditional upon any other corporate proposals of the Company.

9. CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION

Save for the Proposed LTIP, the Board is not aware of any other outstanding corporate proposals which the Company has announced but not completed prior to the printing of this Circular.

10. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM All the Directors of MClean are entitled to participate in the Proposed LTIP and are therefore deemed as interested to the extent of their respective allocations under the Proposed LTIP. Accordingly, the Board has deliberated the Proposed LTIP as a whole and has agreed to present the Proposed LTIP to the shareholders of MClean for their consideration and approval at the forthcoming EGM. The Directors of MClean shall abstain from voting in respect of any of their direct and/ or indirect shareholdings at the forthcoming EGM on the ordinary resolutions to be tabled for any of their respective proposed allocation as well as to any proposed allocation to the persons connected with them. The Directors of MClean will undertake to ensure that any persons connected with them will abstain from voting in respect of any of their direct and/ or indirect shareholdings in the Company on the ordinary resolutions pertaining to their respective proposed allocation and proposed allocation to the persons connected with them to be tabled at the EGM. The Major Shareholders of MClean who are Eligible Persons under the Proposed LTIP, namely YHH (via his interest in JCS) and LHK (via his interest in DGC) (collectively, “Interested Major Shareholders”), will abstain from voting in respect of their direct and/or indirect shareholdings in the Company on the ordinary resolutions pertaining to the proposed allocations to themselves, as well as any proposed allocations to persons connected with the Interested Major Shareholders, to be tabled at the EGM. The Interested Major Shareholders will also undertake to ensure that any persons connected with them will abstain from voting in respect of their direct and/or indirect shareholdings in the Company on the ordinary resolutions pertaining to the proposed allocations to themselves and to any persons connected with them to be tabled at the EGM. YSL, Yeo Lian Cheng and Lim Choon Geok are Eligible Persons pursuant to the Proposed LTIP. In view that they are persons connected with the Interested Major Shareholders, the Interested Major Shareholders have abstained and will abstain from deliberating and voting on the relevant resolutions pertaining to the allocation(s) to YSL, Yeo Lian Cheng and Lim Choon Geok at the relevant Board meetings. The Directors have undertaken to ensure that any persons connected with them will abstain from voting (in respect of any of their direct and/or indirect shareholdings in MClean) at the EGM on the resolutions pertaining to proposed allocations under the Proposed LTIP to them and/or to persons connected with them.

14

14

The direct and indirect shareholdings of the Directors as at the LPD are set out below:

Direct Indirect

Directors

No. of MClean

Shares %

No. of MClean

Shares % YHH 26,117,000 14.61 39,748,004(1) 22.23 LHK 80,000 0.04 56,785,000(2) 31.76 Dr Ho Choon Hou - - - - Pang Kong Chek - - - - Dato’ Mark William Ling Lee Meng - - - - YSL 600,062 0.34 26,517,000(3) 14.83 Notes:

(1) Deemed interested by virtue of his shareholding in JCS, as well as the shareholdings of his siblings, YSL

and Yeo Lian Cheng, pursuant to Section 8 of the Act. (2) Deemed interested by virtue of his shareholding in DGC, as well as his sister’s (Lim Choon Geok)

shareholding in MClean, pursuant to Section 8 the Act. (3) Deemed interested by virtue of the shareholdings of her siblings, YHH and Yeo Lian Cheng, pursuant to

Section 8 of the Act.

The direct and indirect shareholdings of the Major Shareholders of MClean as at the LPD are set out below:

As at the LPD

Direct Indirect

Major Shareholders

No. of MClean

Shares %

No. of MClean

Shares % Decor 56,378,000 31.54 - - JCS 38,747,942 21.67 - - YHH 26,117,000 14.61 39,748,004(1) 22.23 LHK 80,000 0.04 8.2 56,785,000(2) 8.3 31.76 DGC - - 56,378,000(3) 31.54

Notes:

(1) Deemed interested by virtue of his shareholding in JCS, as well as the shareholdings of his siblings, YSL

and Yeo Lian Cheng, pursuant to Section 8 of the Act. (2) Deemed interested by virtue of his shareholding in DGC, as well as his sister’s (Lim Choon Geok)

shareholding in MClean, pursuant to Section 8 of the Act. (3) Deemed interested by virtue of its 100% shareholding in Decor, pursuant to Section 8 of the Act.

11. DIRECTORS’ STATEMENT AND RECOMMENDATION

The Board is of the opinion that the Proposed LTIP is in the best interests of the Company, after having considered all aspects including the rationale and effects of the Proposed LTIP. The Board therefore recommends that you vote in favour of the resolution pertaining to the Proposed LTIP to be tabled at the Company’s forthcoming EGM. All the Directors of MClean are eligible to participate in the Proposed LTIP and have therefore abstained from giving any opinion or recommendation on their respective proposed allocations and the proposed allocations to persons connected with them under the Proposed LTIP. For resolutions not related to their respective allocations or those of persons connected with them, the Directors recommend that you vote in favour of such resolutions.

15

15

12. ESTIMATED TIME FRAME FOR IMPLEMENTATION

The Board expects the Proposed LTIP to be implemented within 6 months from the date of the approval from Bursa Securities.

13. EGM The Company’s EGM, the Notice of which is accompanying this Circular, will be held at Tawau Room, Auditorium & Convention Center @ The Podium, Ground Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250 Kuala Lumpur on Tuesday, 20 June 2017 at 10.30 a.m. or such time immediately after the conclusion or adjournment (as the case may be) of the Seventh AGM to be held at the same venue on the same day at 10.00 a.m., whichever is later, for the purpose of considering and if thought fit, passing the resolutions, to give effect to the Proposed LTIP. If you are unable to attend and vote in person at the EGM, you should complete, sign and return the enclosed Proxy Form in accordance with the instructions provided thereon, so as to arrive at the office of the Company’s Share Registrar, Symphony Share Registrars Sdn Bhd at Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan, not later than 48 hours before the time set for the holding of the Seventh AGM or any adjournment thereof. The completion and lodging of the Proxy Form does not preclude you from attending and voting in person at the EGM if you subsequently wish to do so.

14. FURTHER INFORMATION

Please refer to the attached Appendices for further information. Yours faithfully, For and on behalf of the Board MCLEAN TECHNOLOGIES BERHAD Yeo Hock Huat Executive Chairman

PART B

LETTER TO THE SHAREHOLDERS OF MCLEAN IN RELATION TO THE PROPOSED MANDATES

16

16



Registered Office: 10th Floor, Menara Hap Seng

No. 1 & 3 Jalan P. Ramlee 50250 Kuala Lumpur

5 June 2017

Board of Directors Yeo Hock Huat (Executive Chairman) Lim Han Kiau (Chief Executive Officer) Dato’ Mark William Ling Lee Meng (Senior Independent Non-Executive Director) Dr Ho Choon Hou (Independent Non-Executive Director) Pang Kong Chek (Independent Non-Executive Director) Yeo Seow Lai (Non-Independent Non-Executive Director) To: Shareholders of the Company Dear Sir/Madam, PROPOSED MANDATES 1. INTRODUCTION

At the Company’s EGM on 23 June 2016, the shareholders of the Company had provided their mandate for the Group to enter into the RRPT pertaining to Proposed Renewal Mandate. The said shareholders’ mandate, in accordance with the Listing Requirements, shall expire at the Seventh AGM (to be held on the same date as the EGM) unless authority for its renewal is obtained from the shareholders of the Company at the EGM, which is to be convened on 20 June 2017. On 17 April 2017, the Company had announced that it intends to seek its shareholders’ approval for the Proposed Mandates, which are set out in the Sections 2.3 and 2.4 of Part B of this Circular. THE PURPOSE OF PART B OF THIS CIRCULAR IS TO PROVIDE THE SHAREHOLDERS OF MCLEAN WITH DETAILS OF THE PROPOSED MANDATES, TO SET OUT THE BOARD’S RECOMMENDATION AND TO SEEK APPROVAL OF THE SHAREHOLDERS OF MCLEAN FOR THE RESOLUTIONS PERTAINING TO THE PROPOSED MANDATES TO BE TABLED AT THE FORTHCOMING EGM OF THE COMPANY. SHAREHOLDERS OF MCLEAN ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF PART B OF THIS CIRCULAR TOGETHER WITH THE APPENDIX II CONTAINED HEREIN BEFORE VOTING ON THE RESOLUTIONS TO GIVE EFFECT TO THE PROPOSED MANDATES AT THE FORTHCOMING EGM.

17

17

2. DETAILS OF THE PROPOSED MANDATES

2.1 Provisions under the Listing Requirements Pursuant to Rule 10.09 of the Listing Requirements, a listed company may seek a shareholders’ mandate in respect of RRPT involving recurrent transactions of a revenue or trading nature which are necessary for its day-to-day operations subject to, inter alia, the following: (i) 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;

(ii) the shareholders’ mandate is subject to annual renewal and disclosure is made in the annual report 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 as follows: (a) the consideration, value of the assets, capital outlay or costs of the RRPT is

RM1 million or more; or

(b) the percentage ratio of such RRPT is 1% or more, whichever is the lower;

(iii) in a meeting to obtain shareholders’ mandate, the relevant related party must comply with the following requirements as set out in Rule 10.08(7):

(a) a related party with any interest, direct or indirect (“Interest Related Party”)

must not vote on the resolution in respect of the related party transaction;

(b) an Interested Related Party who is a director or Major Shareholder must ensure that person connected with it abstain from voting on the resolution in respect of the related party transaction;

(c) where the Interested Related Party is a person connected with a director or Major Shareholder, such director or Major Shareholder must not vote on the resolution in respect of the related party transaction;

(iv) the listed company immediately announces to the Bursa Securities when the actual

value of a RRPT entered into by the listed company, 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; and

(v) the issuance of a circular to shareholders which includes information as set out in the Listing Requirements.

Where a listed corporation has procured the shareholders’ mandate pursuant to the above, the provision of Rule 10.08 of the Listing Requirements shall not apply with regard to transactions as detailed in this section. In its ordinary course of business, the Group has entered into certain RRPT and it is anticipated that the Group would enter into such transactions with Related Parties in the ordinary course of business, the particulars of which are set out in Sections 2.3 and 2.4 below.

Accordingly, the Company proposes to seek the approvals from its shareholders for the MClean Group to enter into RRPT with Related Parties as disclosed in Sections 2.3 and 2.4 below, on terms not more favourable to the Related Parties than those generally available to or from the public and are not detrimental to the minority shareholders.

18

18

If approved at the forthcoming EGM, the shareholders’ mandate is subject to annual renewal and will continue to be in force until: (i) the conclusion of the next AGM of the Company; or

(ii) the expiration of the period within which the next AGM of the Company, after the date it

is required to be held pursuant to Sections 340(1) and (2) of the Act (but must not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or

(iii) revoked or varied by resolution passed by the shareholders in a general meeting, whichever is earlier. Disclosures have been made in MClean’s Annual Report 2016 of the actual breakdown of the aggregate value of RRPT made pursuant to the existing shareholders’ mandate during the financial year ended 31 December 2016.


19

19

2.2

Prin

cipa

l Act

iviti

es o

f the

MC

lean

Gro

up

The

prin

cipa

l act

ivity

of

the

Com

pany

is in

vest

men

t hol

ding

. The

MC

lean

Gro

up i

s in

volv

ed in

the

prov

isio

n of

sur

face

trea

tmen

t, pr

ecis

ion

clea

ning

and

w

ashi

ng s

olut

ions

for

com

pone

nts

of H

DD

, med

ia c

asse

ttes,

trays

, as

wel

l as

med

ical

dev

ices

and

oth

er c

ompo

nent

s th

at r

equi

re a

hig

h le

vel o

f pr

ecis

ion

clea

ning

as w

ell a

s sur

face

trea

tmen

t and

fini

shin

g of

met

al p

arts

for e

lect

rical

and

ele

ctro

nic

indu

strie

s.

Th

e pa

rticu

lars

of t

he S

ubsi

diar

y C

ompa

nies

and

thei

r prin

cipa

l act

iviti

es a

s at t

he L

PD a

re a

s fol

low

s:

Su

bsid

iary

C

ompa

nies

D

ate

/ Cou

ntry

of

inco

rpor

atio

n Ef

fect

ive

equi

ty in

tere

st

(%)

Issu

ed sh

are

capi

tal /

R

egis

tere

d ca

pita

l

Prin

cipa

l act

iviti

es

MPP

L 2

June

200

1/

Sing

apor

e 10

0.00

SG

D1,

000,

000

Inve

stm

ent

hold

ing

and

prov

isio

n of

was

hing

, as

sem

blin

g an

d so

rting

se

rvic

es fo

r ele

ctro

nic

com

pone

nts a

nd sa

le o

f ele

ctro

nic

com

pone

nts.

MTP

L 5

Dec

embe

r 200

3/

Sing

apor

e 10

0.00

SG

D1,

000,

000

Prov

isio

n of

pr

ecis

ion

clea

ning

, as

sem

bly

serv

ices

, an

d ot

her

rela

ted

serv

ices

to H

DD

indu

stry

and

sal

e of

mod

ule

rela

ting

to te

chni

cal a

ssem

bly

serv

ices

as w

ell a

s pro

visi

on o

f cle

an b

ulk

pack

ing

serv

ices

and

its s

ervi

ces.

M

TM

10 Ju

ne 2

016/

M

alay

sia

100.

00

RM

2,50

0,00

0 C

urre

ntly

dor

man

t. In

tend

ed to

be

prov

isio

n of

pre

cisi

on c

lean

ing,

sur

face

tre

atm

ent a

nd re

late

d pa

ckag

ing

serv

ices

.

MA

C

4 N

ovem

ber 2

009/

Si

ngap

ore

100.

00

SGD

2,40

0,00

1 In

vest

men

t hol

ding

com

pany

.

MTW

CL

14 Ju

ly 2

006/

PR

C

100.

00

USD

2,60

0,00

0 Pr

ovis

ion

of p

reci

sion

cle

anin

g, a

ssem

bly

serv

ices

, cl

ean

bulk

pac

kagi

ng

serv

ices

and

oth

er re

late

d se

rvic

es.

D

WZ

18 S

epte

mbe

r 19

96 /

Mal

aysi

a 55

.00

RM

1,00

0,00

0 Pr

ovis

ion

of s

urfa

ce t

reat

men

t an

d fin

ishi

ng s

peci

alis

t fo

r el

ectri

cal

and

elec

troni

c in

dust

ries.

DW

ZJ

28 A

pril

2006

/ M

alay

sia

55.0

0 R

M30

0,00

0 Pr

ovis

ion

of s

urfa

ce t

reat

men

t an

d fin

ishi

ng s

peci

alis

t fo

r el

ectri

cal

and

elec

troni

c in

dust

ries.

20

20

2.3

Prop

osed

Ren

ewal

Man

date

Th

e de

tails

of t

he R

RPT

in re

spec

t of t

he P

ropo

sed

Ren

ewal

Man

date

are

as f

ollo

ws:

Com

pani

es

in M

Cle

an

Gro

up

Tran

sact

ing

part

y In

tere

sted

R

elat

ed

Part

ies

Rel

atio

nshi

ps

Nat

ure

of

tran

sact

ions

Es

timat

ed

tran

sact

ion

valu

e fo

r ex

istin

g sh

areh

olde

rs’

man

date

from

23

/06/

2016

(dat

e of

Si

xth

AG

M) t

o da

te

of E

GM

/ Sev

enth

A

GM

Act

ual t

rans

actio

n va

lue

from

23

/06/

2016

(dat

e of

Si

xth

AG

M) t

o th

e LP

D

Estim

ated

tran

sact

ion

valu

e# from

dat

e of

E

GM

/ Sev

enth

AG

M

to d

ate

of E

ight

h A

GM

(R

M)

(RM

) (R

M)

DW

Z D

ecor

LH

K,

Dec

or,

DG

C

LHK

is a

Dire

ctor

of

MC

lean

, Dec

or,

DG

C a

nd D

WZ.

LH

K is

als

o th

e co

ntro

lling

sh

areh

olde

r of D

GC

. D

ecor

is a

maj

or

shar

ehol

der o

f M

Cle

an a

nd D

WZ.

D

GC

is th

e so

le

shar

ehol

der o

f Dec

or.

(i)

Prov

isio

n of

su

rfac

e tre

atm

ent a

nd

finis

hing

se

rvic

es b

y D

WZ

to D

ecor

Up

to R

M9.

0 m

illio

n R

M7.

15 m

illio

n U

p to

RM

3.0

mill

ion

(ii

) Pr

ovis

ion

of

supp

ort

serv

ices

by

Dec

or to

DW

Z

Up

to R

M3.

0 m

illio

n R

M0.

45 m

illio

n U

p to

RM

1.0

mill

ion

MTP

L JC

S B

iote

ch

YH

H,

JCS,

YSL

Y

HH

is

a di

rect

or o

f M

Cle

an, M

TPL,

JC

S B

iote

ch a

nd JC

S.

YH

H is

als

o th

e co

ntro

lling

sh

areh

olde

r of

MC

lean

, JC

S B

iote

ch

and

JCS.

Y

SL is

YH

H’s

sist

er.

Prov

isio

n of

cl

eanr

oom

pac

kagi

ng

serv

ices

by

MTP

L to

JC

S B

iote

ch

Up

to R

M1.

5 m

illio

n (in

SG

D e

quiv

alen

t)

RM

0.02

5 m

illio

n (in

SG

D e

quiv

alen

t)

Up

to R

M1.

5 m

illio

n (in

SG

D e

quiv

alen

t)

21

21

Com

pani

es

in M

Cle

an

Gro

up

Tran

sact

ing

part

y In

tere

sted

R

elat

ed

Part

ies

Rel

atio

nshi

ps

Nat

ure

of

tran

sact

ions

Es

timat

ed

tran

sact

ion

valu

e fo

r ex

istin

g sh

areh

olde

rs’

man

date

from

23

/06/

2016

(dat

e of

Si

xth

AG

M) t

o da

te

of E

GM

/ Sev

enth

A

GM

Act

ual t

rans

actio

n va

lue

from

23

/06/

2016

(dat

e of

Si

xth

AG

M) t

o th

e LP

D

Estim

ated

tran

sact

ion

valu

e# from

dat

e of

E

GM

/ Sev

enth

AG

M

to d

ate

of E

ight

h A

GM

MTW

CL

JCS

Bio

tech

Y

HH

, JC

S, Y

SL

YH

H is

a d

irect

or o

f M

Cle

an, M

TWC

L,

JCS

Bio

tech

and

JC

S.

YH

H is

als

o th

e co

ntro

lling

sh

areh

olde

r of

MC

lean

, JC

S B

iote

ch

and

JCS.

Y

SL is

YH

H’s

sist

er.

Prov

isio

n of

cl

eanr

oom

pac

kagi

ng

serv

ices

by

MTW

CL

to JC

S B

iote

ch

Up

to R

M1.

5 m

illio

n (in

USD

equ

ival

ent)

- U

p to

RM

1.5

mill

ion

(in U

SD e

quiv

alen

t)

Not

e:

# Th

e ab

ove

estim

ated

val

ues

are

base

d on

the

prev

ailin

g m

arke

t pric

es a

nd th

e le

vels

of o

pera

tions

as

envi

sage

d by

the

dire

ctor

s of

MC

lean

, tak

ing

into

acc

ount

sim

ilar

tran

sact

ions

ent

ered

into

with

the

Rela

ted

Part

ies i

n th

e pa

st. T

he a

ctua

l val

ues m

ay v

ary.

The

Com

pany

is s

eeki

ng re

new

al o

f its

sha

reho

lder

s’ e

xist

ing

man

date

for t

he a

bove

RR

PT to

be

unde

rtake

n fr

om th

e da

te o

f the

EG

M/ S

even

th A

GM

to th

e da

te o

f the

Eig

hth

AG

M.

[T

he r

est o

f thi

s pag

e ha

s bee

n in

tent

iona

lly le

ft b

lank

]

22

22

2.4

Prop

osed

New

Man

date

Th

e de

tails

of t

he R

RPT

in re

spec

t of t

he P

ropo

sed

New

Man

date

are

as f

ollo

ws:

C

ompa

ny in

M

Cle

an G

roup

T

rans

actin

g pa

rty

Inte

rest

ed R

elat

ed

Part

ies

Rel

atio

nshi

ps

Nat

ure

of

tran

sact

ion

Estim

ated

tran

sact

ion

valu

e# from

dat

e of

EG

M/ S

even

th A

GM

to

date

of E

ight

h A

GM

(RM

) M

TM

HTP

L Y

HH

, JC

S, Y

SL

YH

H is

a d

irect

or o

f MC

lean

and

JC

S.

YH

H

is

also

th

e co

ntro

lling

sh

areh

olde

r of

MC

lean

, JC

S an

d H

TPL.

Y

SL is

YH

H’s

sist

er.

Purc

hase

of

mac

hine

ries f

or

MTM

’s su

rfac

e tre

atm

ent b

usin

ess

and

prec

isio

n cl

eani

ng

oper

atio

ns^

Up

to R

M9.

0 m

illio

n (in

SG

D e

quiv

alen

t)

Not

es:

# Th

e ab

ove

estim

ated

val

ues

are

base

d on

the

prev

ailin

g m

arke

t pric

es a

nd th

e le

vels

of o

pera

tions

as

envi

sage

d by

the

dire

ctor

s of

MC

lean

, tak

ing

into

acc

ount

sim

ilar

tran

sact

ions

ent

ered

into

with

the

Rela

ted

Part

ies i

n th

e pa

st. T

he a

ctua

l val

ues m

ay v

ary.

^ Th

e Bo

ard

had

on 1

7 Ap

ril 2

017

(“R

RPT

Ini

tiatio

n D

ate”

) app

rove

d th

e RR

PT to

be

unde

rtak

en b

etw

een

MTM

and

HTP

L. M

TM in

tend

s to

com

men

ce p

laci

ng o

rder

s w

ith H

TPL

to p

urch

ase

the

mac

hine

ries

pri

or to

the

Seve

nth

AGM

’s d

ate,

in o

rder

for

the

mac

hine

ries

to b

e de

liver

ed in

a ti

mel

y m

anne

r to

be

used

in M

TM’s

bus

ines

s op

erat

ions

. As a

t the

LPD

, MTM

has

not

pla

ced

any

orde

r or p

urch

ase

of m

achi

neri

es fr

om H

TPL.

On

17 A

pril

2017

, the

Com

pany

ann

ounc

ed th

at th

e es

timat

ed tr

ansa

ctio

n va

lue

betw

een

MTM

and

HTP

L fr

om R

RPT

Initi

atio

n D

ate

to d

ate

of E

ight

AG

M is

up

to

RM6.

0 m

illio

n. S

ubse

quen

tly, t

he B

oard

has

on

22 M

ay 2

017

reso

lved

to re

vise

the

estim

ated

tran

sact

ion

valu

e to

up

to R

M9.

0 m

illio

n.

The

Com

pany

is s

eeki

ng it

s sh

areh

olde

rs’

man

date

for t

he n

ew R

RPT

to b

e un

derta

ken

from

the

date

of

the

EGM

/ Sev

enth

AG

M to

the

date

of t

he E

ight

h A

GM

.

[The

res

t of t

his p

age

has b

een

inte

ntio

nally

left

bla

nk]

23

23

3. GUIDELINES, METHODS AND PROCEDURES IN RELATION TO THE RRPT

3.1 Guidelines on Thresholds of Authority The thresholds for the approval of RRPT within the MClean Group are as follows: (i) For RRPT up to the prescribed threshold of the Listing Requirements of RM1 million or

1% of the applicable percentage ratio, whichever is lower, the RRPT will be reviewed by the Chief Financial Officer and approved by any one Director.

(ii) For RRPT exceeding the prescribed threshold of the Listing Requirement of RM1 million or 1% of the applicable percentage ratio, whichever is lower, the RRPT will be reviewed by the Audit Committee and approved by the Board.

3.2 Terms of the RRPT

The terms of the RRPT are consistent with the Group’s usual business practices and policies and are not more favourable to the Related Parties than to those generally available to the public (where applicable) and are not to the detriment of the minority shareholders of MClean.

3.3 Review procedures for the RRPT

The MClean Group has established the following procedures and guidelines to ensure that the RRPT are undertaken on transaction prices and terms not more favourable to the Related Parties than those generally available to third parties and are not to the detriment of the minority shareholders and that they are conducted at arms’ length and on normal commercial terms consistent with the Group’s usual business practices and policies and will not be prejudicial to shareholders:

The Group’s management personnel who manages, approves and negotiates the terms

and pricing of transactions with Related Parties shall not be a management personnel who has any interest, directly and/or indirectly, with the Related Parties. Should such management personnel have any interest, directly and/or indirectly, with the Related Parties in respect of transactions, such person must declare his/her interest to the Company and abstain from all dealings in connection with the transaction on behalf of the MClean Group.

The pricing, level and quality of products or services shall be determined based on the usual commercial terms, business practices and policies or otherwise in accordance with those practised by the Group with third parties including other applicable industry norms/ considerations.

As part of this process in determining the pricing of products or services under RRPT, at least two other contemporaneous transactions with unrelated third parties for similar products/service, and/or quantities will be used as comparison, wherever possible, to determine whether the price and terms offered to/by the Related Parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same/substantial similar type of products/services and/or quantities.

Where quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction price will be determined by the Group based on the Group’s usual business practices to ensure that the RRPT is not detrimental to the Group and the reasons for the inability to obtain such quotation or comparative pricing in the first place shall be minuted by the Group’s management for future review.

Records will be maintained by the Company to capture all RRPT entered into pursuant to the Proposed Mandates.

24

24

Review by the Internal Auditors of all significant RRPT entered into pursuant to the Proposed Mandates to ensure that the relevant approvals have been obtained and transactions are undertaken on an arm’s length basis and on normal commercial terms which are not more favourable to the Related Parties than those generally available to third parties and are not detrimental to the minority shareholders.

Review by the Audit Committee of the management reports to ascertain that the guidelines and procedures established to monitor all significant RRPT have been complied with and the review shall be done at least every quarter.

Review by the Board and the Audit Committee of the procedures for entering into RRPT as and when necessary. If a member of the Board or Audit Committee has an interest (direct or indirect) in the transaction, he / she shall abstain from deliberation and any decision-making by the Board or the Audit Committee in respect of that transaction.

Disclosure will be made in the Company’s Annual Report or in the Group’s audited financial statements breakdown of the aggregate value, type of transactions and the names of the Related Parties involved in each type of the RRPT made and their relationship with the respective companies involved made pursuant to the Proposed Mandates during the financial year.

In addition, pursuant to paragraph 2.4 of Guidance Note 8 of the Listing Requirements, if the actual value of the RRPT entered into by any company within the Group exceeds the estimated value of RRPT disclosed in Part B of this Circular by 10% or more, the Company would make an immediate announcement to Bursa Securities of such a matter.

4. RATIONALE AND BENEFITS OF TRANSACTING WITH THE RELATED PARTIES

The rationale for and benefits of the Proposed Mandates to MClean Group are as follows:

(i) The RRPT are intended to meet the business needs of the MClean Group at the best possible

terms. The RRPT are entered into at arms’ length basis and undertaken at the prevailing prices and market rates which are based on normal commercial terms consistent with MClean Group’s usual business practices and policies and on terms which are not more favourable to the Related Parties than those generally available to the public.

(ii) The Proposed Mandates will enhance the MClean Group’s ability to pursue business

opportunities, which may be of time-sensitive in nature and it may not be practical to seek shareholders’ approval on a case-by-case basis before entering into such transactions.

(iii) The transaction between the Related Parties allow the MClean Group to be more efficient at utilising its existing resources, prompt delivery and better bargaining power from customers.

(iv) The Proposed Mandates will eliminate the need to make regular announcements and/or convene numerous general meetings (including incurring such associated expenses) to specifically approve such transactions as and when they are entered into, thereby substantially reducing administrative time, inconvenience and expenses associated with the convening of such meetings, without compromising the corporate objectives of MClean Group or adversely affecting the business opportunities available to MClean Group.

(v) The nature of the RRPT as described in Sections 2.3 and 2.4 above are general transactions entered into by MClean Group relating to the provision of or obtaining from the Related Parties (as identified in Sections 2.3 and 2.4 of Part B of this Circular), products and services in the ordinary course of MClean Group’s business. The nature of the RRPT allows MClean Group to be more competitive as the Related Parties have the necessary expertise to provide the products and services which are needed for the operations of MClean Group.

25

25

5. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH THEM Save as disclosed below, none of the other Directors, Major Shareholders or persons connected with them have any interest, direct or indirect, in the Proposed Mandates:

Direct Indirect

As at the LPD No. of MClean

Shares % No. of MClean

Shares % Interested Directors LHK 80,000 0.04 56,785,000(1) 31.76 YHH 26,117,000 14.61 39,748,004(2) 22.23 YSL 600,062 0.34 26,517,000(3) 14.83 Interested Major Shareholders Decor 56,378,000 31.54 - - DGC - - 56,378,000(4) 31.54 JCS 38,747,942 21.67 - -

Notes: (1) Deemed interested by virtue of his own shareholding in DGC, and shareholding of his sister (Lim Choon

Geok) in MClean, pursuant to Section 8 of the Act. (2) Deemed interested by virtue of his own shareholding in JCS, as well as shareholdings of his siblings (YSL

and Yeo Lian Cheng) in MClean, pursuant to Section 8 of the Act.

(3) Deemed interested by virtue of the shareholdings of her siblings (YHH and Yeo Lian Cheng) in MClean, pursuant to Section 8 of the Act.

(4) Deemed interested by virtue of its 100% shareholding in Decor, pursuant to Section 8 of the Act. YHH is a Director of MClean, MCPL, MTWCL, JCS and JCS Biotech as well as the controlling shareholder of MClean, JCS, JCS Biotech and HTPL. He, being an interested director (“Interested Director”) in relation to the Proposed Mandates, has accordingly abstained and will continue to abstain from all deliberations and voting at Board meetings pertaining to the Proposed Mandates and he will also abstain from voting in respect of his direct and indirect shareholdings on the resolutions pertaining to the Proposed Mandates at the forthcoming EGM. He has also undertaken to ensure that any persons connected with him will abstain from voting on the resolutions pertaining to the Proposed Mandates at the forthcoming EGM. YSL is a Director of MClean, MTWCL and JCS Biotech. She, being an Interested Director in relation to the Proposed Mandates, has accordingly abstained and will continue to abstain from all deliberations and voting at Board meetings pertaining to the Proposed Mandates and she will also abstain from voting in respect of her direct and indirect shareholdings on the resolutions pertaining to the Proposed Mandates at the forthcoming EGM. She has also undertaken to ensure that any persons connected with her, will abstain from voting in respect of her direct and indirect shareholdings on the resolutions pertaining to the Proposed Mandates at the forthcoming EGM. JCS is an interested Major Shareholder (“Interested Major Shareholder”) in relation to the Proposed Mandates and will abstain from voting in respect of his direct and indirect shareholding on the resolutions pertaining to the Proposed Mandates at the forthcoming EGM.

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LHK is a Director of MClean, Decor, DGC and DWZ as well as the controlling shareholder of DGC. He, being an Interested Director in relation to the Proposed Renewal Mandate, has accordingly abstained and will continue to abstain from all deliberations and voting at Board meetings pertaining to the Proposed Renewal Mandate and he will also abstain from voting in respect of his direct and indirect shareholdings on the resolution pertaining to the Proposed Renewal Mandate at the forthcoming EGM. He has also undertaken to ensure that any persons connected with him will abstain from voting on the resolution pertaining to the Proposed Renewal Mandate at the forthcoming EGM. Decor (being a major shareholder of MClean and DWZ) and DGC (being the sole shareholder of Decor) are Interested Major Shareholders in relation to the Proposed Renewal Mandate and will abstain from voting, in respect of their direct and indirect shareholdings, on the resolution pertaining to the Proposed Renewal Mandate at the forthcoming EGM. Accordingly, the Interested Directors and the Interested Major Shareholders will abstain and have undertaken to ensure that any persons connected with them, will abstain from voting in respect of their direct and indirect shareholdings on the ordinary resolution approving the RRPT involving their interests, which are comprised in the Proposed Mandates at the forthcoming EGM.

6. AMOUNTS DUE AND OWING TO MCLEAN GROUP BY RELATED PARTIES

As at 31 December 2016, there were no outstanding amounts owed to MClean Group by the transacting parties involved in the Proposed Mandates, save for the following:

Companies in MClean Group

Transacting parties

Principal Sums

Late payment interest

Amounts due ≤ 1 year > 1 year to

3 years > 3 years to 5 years

> 5 years

(RM) (RM) (RM) (RM) (RM) (RM) DWZ Decor 8.4 7,456,542 - 8.5 7,456,542 - - -

There is no late payment charges imposed on the amount due, as decided by the Board. Decor is viewed as a long term business counter-party given that the RRPT between DWZ and Decor are already in place for efficient business operations. The management of MClean is constantly following up with Decor on the early settlement of the outstanding amounts. The Board has reviewed the outstanding amounts and is of the opinion that they are recoverable. As at the LPD, RM1,803,374 out of the total outstanding amount of RM7,456,542 has been settled by Decor.

7. DIRECTORS’ STATEMENT AND RECOMMENDATION The Board (save for the Interested Directors in respect of the relevant resolutions to approve RRPT involving their interests as set out in Section 5 of Part B of this Circular who hence expressed no opinion thereon) is of the opinion that the Proposed Mandates are in the best interest of the MClean Group, after having considered all aspects of the Proposed Mandates. Accordingly, the Board (save for these Interested Directors) recommends that you vote in favour of the ordinary resolutions pertaining to the Proposed Mandates at the forthcoming EGM.

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8. STATEMENT OF AUDIT COMMITTEE The Audit Committee has the overall responsibility of determining whether the procedures for reviewing all RRPT are appropriate to ensure that the RRPT are within the limits approved pursuant to the Proposed Mandates. The Audit Committee (save for YSL being an Interested Director) has seen and reviewed the terms of the Proposed Mandates and is satisfied that the MClean Group has in place adequate procedures and processes to monitor, track and identify RRPT in a timely and orderly manner and these procedures and processes are reviewed on a quarterly basis. The Audit Committee is of the view that the procedures as set out in Section 3.3 above are sufficient to ensure that the RRPT are carried out: (i) at arms’ length and in accordance with the Group’s normal commercial terms;

(ii) on terms which are not more favourable to the Related Parties than those generally available to

the public; and

(iii) are not to the detriment of the minority shareholders. Any member of the Audit Committee who is interested in any RRPT has not and shall not be involved in the review and deliberation of the relevant RRPT.

9. APPROVALS REQUIRED

The Proposed Mandates will be sought from the shareholders of MClean at the EGM to be convened. 10. EGM

The Company’s EGM, the Notice of which is accompanying this Circular, will be held at Tawau Room, Auditorium & Convention Center @ The Podium, Ground Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250 Kuala Lumpur on Tuesday, 20 June 2017 at 10.30 a.m. or such time immediately after the conclusion or adjournment (as the case may be) of the Seventh AGM to be held at the same venue on the same day at 10.00 a.m., whichever is later, for the purpose of considering and if thought fit, passing the Ordinary Resolutions to give effect to the Proposed Mandates.

If you are unable to attend and vote in person at the EGM, you should complete, sign and return the enclosed Proxy Form in accordance with the instructions provided thereon, so as to arrive at the office of the Company’s Share Registrar, Symphony Share Registrars Sdn Bhd at Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan, not later than 48 hours before the time set for the holding of the Seventh AGM or any adjournment thereof. The completion and lodging of the Proxy Form does not preclude you from attending and voting in person at the EGM if you subsequently wish to do so.

11. FURTHER INFORMATION

You are advised to refer to the Appendix II set out in this Circular for further information. Yours faithfully, For and on behalf of the Board MCLEAN TECHNOLOGIES BERHAD Dato’ Mark William Ling Lee Meng Senior Independent Non-Executive Director

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APPENDIX I DRAFT BY-LAWS

28

DRAFT BY-LAWS OF THE PROPOSED LONG TERM INVESTMENT PLAN FOR MCLEAN TECHNOLOGIES BERHAD

1

BY-LAWS OF MCLEAN TECHNOLOGIES BERHAD

LONG TERM INCENTIVE PLAN

1. DEFINITIONS AND INTERPRETATIONS 1.1 In these By-laws, unless otherwise specified, the following definitions shall, where

the context so admits, be deemed to have the following meaning:- Act : The Companies Act 2016, as amended from time to time and

any re-enactment thereof Adviser : A person who is permitted to carry on the regulated activity

of advising on corporate finance under the Capital Markets and Services Act 2007 as defined in the Securities Commission Malaysia’s Principal Adviser Guidelines;

Authorised Nominee

: A person who is authorised to act as a nominee as specified under the Rules of Bursa Depository;

Board : The Board of Directors of the Company; Bursa Depository

: Bursa Malaysia Depository Sdn Bhd (165570-W);

Bursa Securities : Bursa Malaysia Securities Berhad (635998-W); By-laws : The rules, terms and conditions of the LTIP as set out herein

and shall include any amendments or variations made thereto from time to time;

CDS : Central Depository System; CDS Account : A Central Depository System account established by Bursa

Depository for a Depositor for the recording of deposits of securities and dealings in such securities by the Depositors;

Central Depositories Act

: The Securities Industry (Central Depositories) Act 1991 including any amendments made thereto from time to time;

Date of Expiry : The last day of the duration of this LTIP pursuant to By-law

6.1 hereof; Constitution : The memorandum and articles of association of the

Company; Date of Offer : In relation to an Offer, the date of the Offer Letter; Depositor : A holder of a CDS Account;

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APPENDIX I DRAFT BY-LAWS (CONT’D)

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2

Directors : A natural person who holds a directorship in an executive or

non-executive capacity in any company within the MClean Group;

Effective Date : The date the last of the approvals and/or conditions referred

to in By-law 6.1 hereof have been obtained and/or complied with;

Eligible Person : A Director or Employee of the MClean Group who meets the

criteria of eligibility for participation in the LTIP as set out in By-law 7 hereof;

Employee : A natural person who has attained the age of 18 years, is

employed by and on the payroll of any company within the MClean Group whose employment has been confirmed in writing and has not serve a notice to resign nor receive a notice of termination and falls within any other eligibility criteria that may be determined by the LTIP Committee from time to time at its discretion;

Entitlement Date

: The date as at the close of business on which the names of the shareholders of MClean must appear on MClean’s record of depositors in order to participate in any dividends, rights, allotments or other distributions;

Exercise Period : The specific period or periods within a LTIP Period during

which SOS Options may be exercised by Participants, as determined by the LTIP Committee subject to By-law 6 hereof;

Government : The government of Malaysia; Listing Requirement

: The ACE Market Listing Requirements issued by Bursa Securities;

LTIP : The Company's Long Term Incentive Plan comprising the

SOS and SAP on the terms as set out in these By-laws; LTIP Committee : The committee duly appointed from time to time and

authorised by the Board pursuant to By-law 16 to administer the LTIP in accordance with these By-laws;

LTIP Award : The SOS Options and the SAP Award, collectively; LTIP Period : A period commencing from the date the offer for the SOS

Options or the SAP Award, as the case may be, is accepted in accordance with these By-laws and expiring on the last day of the period referred to in By-law 6 hereof or such

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other date which the LTIP Committee may in its discretion decide, subject always to early termination in accordance with the provisions of By-law 6 hereof, provided that no LTIP Period shall extend beyond the period referred to in By-law 6 hereof;

Market Day : Any day on which Bursa Securities is open for the trading of

securities; Maximum Allowable Allotment

: The maximum number of MClean Shares that can be offered to an Eligible Person as stipulated in By-law 8 hereof;

MClean or the Company

: MClean Technologies Berhad (893631-T);

MClean Group or the Group

: MClean and its subsidiaries incorporated in Malaysia, as defined in Section 4 of the Act (excluding dormant companies), at that point of time;

MClean Shares or Shares

: The ordinary shares in the Company;

Offer : The offer of the SOS Option(s) and/or the SAP Award(s), as

the case may be; Offer Letter : Letter of offer to an Eligible Person issued pursuant to an

offer made by the LTIP Committee under Part B or Part C, as the case may be, of these By-laws;

Participant : The SOS Grantee(s) and/or SAP Grantees(s), as the case may

be; Person Connected

: Has the meaning given to “person connected” adopted in Rule 1.01 of the Listing Requirements;

Registered Office

: The registered office of MClean being 10th Floor, Menara Hap Seng, No. 1 & 3 Jalan P. Ramlee, 50250 Kuala Lumpur;

RM and sen : Ringgit Malaysia and sen respectively; Rules of Bursa Depository

: The rules of Bursa Depository and any appendices thereto;

SAP : The share award plan, a component of the LTIP as more

particularly set out in Part C of these By-laws; SAP Award : An offer made under the SAP;

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SAP Grantee : An Eligible Person who has accepted an offer under the SAP Award in accordance with the terms of the LTIP;

SOS : The share option scheme, a component of the LTIP as more

particularly set out in Part B of these By-laws; SOS Grantee : An Eligible Person who has accepted an offer of the SOS

Options in accordance with the terms of the LTIP; SOS Option : The right of a Participant to subscribe for new MClean

Share(s) under the SOS pursuant to the contract constituted by the selected Eligible Person’s acceptance of an Offer under the Offer Letter in the manner indicated in By-law 35 hereof;

Option Price : The price at which an SOS Grantee shall be entitled to

subscribe for each new MClean Share upon the exercise of a SOS Option;

Vesting Conditions

: The conditions which are required to be fulfilled by a Participant before the SOS Option(s) and/or SAP Award(s) is/are capable of being vested onto the Participant pursuant to the terms of these By-laws.

1.2 In these By-laws:-

(i) Any reference to a statutory provision shall include any subordinate

legislation made from time to time under the provision and any listing requirements, policies and/or guidelines of Bursa Securities and/or any other relevant regulatory authority (whether or not having the force of law but, if not having the force of law, the compliance with which is in accordance with the reasonable commercial practice of persons to whom such requirements, policies and/or guidelines are addressed to by Bursa Securities and/or any other relevant regulatory authority);

(ii) Any reference to a statutory provision shall include that provision as from time to time be modified or re-enacted whether before or after the date of these By-laws so far as such modification or re-enactment applies or is capable of applying to any Offer offered and accepted prior to the expiry of the LTIP and shall include also any past statutory provision (as from time to time be modified or re-enacted) which such provision has directly or indirectly been replaced;

(iii) Words denoting the singular shall include the plural and references to gender

shall include both genders and the neuter; (iv) Any liberty or power which may be exercised or any determination which

may be made hereunder by the LTIP Committee or the Board may be exercised at the LTIP Committee’s or the Board’s sole discretion and the LTIP Committee and/or the Board shall not be required to give any reason therefor

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except as may be required by the relevant authorities; (v) The headings in these By-laws are for convenience only and shall not be taken

into account in the interpretation of these By-laws; and

(vi) If an event occurs on a stipulated day which is not a Market Day, then the stipulated day will be taken to be the first Market Day after that day provided always if such date shall fall beyond the duration of the LTIP, then the stipulated day shall be taken to be the preceding Market Day.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

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PART A : GENERAL PROVISIONS OF THE LTIP

2. NAME OF THE LTIP This LTIP will be called the “MClean Technologies Berhad Long-Term Incentive

Plan” and shall comprise the SOS and the SAP. 3. THE OBJECTIVE OF THE LTIP The establishment of this LTIP is to:

(i) recognise the contribution of the Eligible Persons whose services are valued and considered vital to the operations and continued growth of the MClean Group;

(ii) motivate the Eligible Persons towards improved performance through greater productivity and loyalty;

(iii) inculcate a greater sense of belonging and dedication as the Eligible Persons

are given the opportunity to participate directly in the long term development and growth of the MClean Group;

(iv) to attract and retain high-calibre Eligible Persons, hence ensuring that the loss

of key personnel is kept to a minimum level; and (v) reward the Eligible Persons by allowing them to participate in MClean

Group’s profitability by way of potentially realising capital gains that may arise from appreciation in the price of the MClean Shares.

The LTIP is extended to the non-executive Directors of the MClean Group, as: (i) the non-executive Directors come from different professions and backgrounds

and bring to the MClean Group a wealth of experience in corporate governance and business management. Although they are not involved in the day-to-day running of the MClean Group, they nevertheless work closely with the MClean Group and, with their experience, knowledge and expertise, are in a position to contribute to the effective decision making of the Board. They are often consulted on various matters affecting the Company, such as strategic issues and planning, material acquisition and disposal of assets, risk management policies, governance matters and regulatory compliance, among others. The extension of the LTIP to the non-executive directors is therefore to:

(a) recognise their services and contributions to the growth and

development of the MClean Group;

(b) reward them for their contributions in the governance and

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operational performance of the MClean Group;

(c) incentivise them to continue providing strategic insight and direction to the MClean Group;

(d) further promote active participation of these non-executive directors

in the development, evaluation and implementation of the strategic initiatives of the MClean Group; and

(ii) the award of MClean Shares will allow the Company to attract and retain

experienced and qualified persons from different professional backgrounds to join the Company as non-executive directors and to motivate existing Directors to further promote the interests of the Group.

4. APPLICATION OF PART A Unless otherwise expressly provided, the provisions of this Part A shall apply

generally to the SOS and the SAP. 5. MAXIMUM NUMBER OF SHARES AVAILABLE UNDER THE LTIP 5.1 The total number of MClean Shares which may be made available, issued and/or

vested under the LTIP shall not be more than thirty per centum (30%) of the total number of issued shares of the Company (excluding treasury shares) at any one time during the duration of the LTIP. The LTIP Committee has the discretion in determining whether the total number of MClean Shares which may be made available under the LTIP shall be staggered over the duration of the LTIP.

5.2 Notwithstanding the provision of By-law 5.1 above or any other provisions

contained herein, in the event the maximum number of MClean Shares comprised in the SOS Options and SAP Awards collectively awarded under the LTIP exceeds the aggregate of thirty per centum (30%) of the total number of issued shares of MClean (excluding treasury shares) as a result of MClean purchasing its own shares or MClean undertaking any corporate proposal and thereby diminishing its total number of issued shares, no further Offers shall be offered and/or awarded until the total number of MClean Shares to be issued and/or awarded under the LTIP falls below thirty per centum (30%) of the Company’s total issued shares (excluding treasury shares). Any Offer awarded and/or made prior to the adjustment of the total number of issued shares of MClean shall remain valid and exercisable in accordance with the provisions of this LTIP.

5.3 MClean Shares which are the subject of Offer(s), SOS Option(s) and/or SAP

Award(s) which have lapsed for any reason whatsoever may be the subject of further Offers awarded by the LTIP Committee under the LTIP.

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6. DURATION AND TERMINATION OF THE LTIP 6.1 The launch or implementation of the LTIP shall be the date the last of the following

approvals and/or conditions have been obtained and/or complied with:-

(a) the submission to Bursa Securities of the final copy of the By-laws together with a letter of compliance pursuant to Rules 2.12 and 6.43 of the Listing Requirements and a checklist showing compliance with Appendix 6E of the Listing Requirements;

(b) the approval from Bursa Securities for the listing of and quotation for the new MClean Shares to be issued under the LTIP on the ACE Market of Bursa Securities;

(c) the shareholders’ approval for the LTIP at an extraordinary general meeting; (d) the approval of any other relevant authorities for the LTIP (if any); and (e) the fulfilment of all conditions attached to the above approvals, if any.

Unless otherwise terminated in accordance with By-law 6.3 herein and subject to the compliance of the terms herein contained, the LTIP shall come in force on the Effective Date for a period of 10 years commencing from the Effective Date.

6.2 Offers can only be made during the duration of the LTIP before the Date of Expiry. 6.3 The Company may at any time during the duration of the LTIP terminate the LTIP

and shall immediately announce to Bursa Securities:-

(a) the effective date of termination of the LTIP;

(b) the number of SOS Options exercised and Shares vested; and (c) the reasons for termination of the LTIP.

6.4 Notwithstanding anything to the contrary, all unvested and/or unexercised SOS Options and/or SAP Awards shall lapse on the Date of Expiry or earlier termination of the LTIP pursuant to By-law 6.3.

6.5 The Company shall through its Adviser submit no later than five (5) Market Days

after the Effective Date of the implementation of these By-laws, a confirmation to Bursa Securities of the full compliance of By-law 6.1 above, stating the effective date of implementation of the LTIP, together with a certified true copy of the relevant resolutions passed by the shareholders of the Company in the general meeting approving the LTIP.

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7. ELIGIBILITY 7.1 Subject to By-laws 7.2, 7.4 and 7.5 below, any Director or Employee of the MClean

Group shall be eligible to be considered for participation in the SOS and SAP. 7.2 In the case of an Eligible Person, he/she will be eligible if at the Date of Offer, the

following eligibility criteria is fulfilled:-

(a) he/she has attained the age of at least eighteen (18) years and is not an undischarged bankrupt or subject to any bankruptcy proceedings;

(b) if an Employee, he/she is in employment in MClean and/or its Subsidiary Companies, who has been confirmed in service and has not serve a notice to resign nor receive a notice of termination;

(c) if executive/non-executive Directors, he is appointed and remains appointed

as a director of MClean and/or its Subsidiary Companies; and/or (d) is under such categories and criteria that the LTIP Committee may from time

to time decide at its sole discretion, PROVIDED ALWAYS THAT the selection of any Director or Employee for participation in the LTIP shall be at the discretion of the LTIP Committee and the decision of the LTIP Committee shall be final and binding. In determining the eligibility of an Eligible Person to participate in the LTIP, the LTIP Committee may take into account amongst other factors, job grading, length of service and/or contribution to the relevant company within the Group, and/or such other factors that the LTIP Committee may in its sole discretion deem fit.

7.3 No Offer, allocation under the LTIP and the related allotment and/or vesting of

MClean Shares shall be made to the following persons unless the shareholders of MClean in a general meeting shall have approved the specific allocation and allotment and/or award to such persons.-

(a) any person who is a director, major shareholder or chief executive officer of

MClean (“Interested Director”, “Interested Major Shareholder” and “Interested Chief Executive”); or

(b) a person connected with an Interested Director, Interested Major Shareholder or Interested Chief Executive (“Interested Person Connected with a Director, Major Shareholder or Chief Executive”).

In a meeting to obtain shareholders’ approval in respect of the above allocation, allotment and/or award:- (i) the Interested Director, Interested Major Shareholder, Interested Chief

Executive or Interested Person Connected with a Director, Major Shareholder or Chief Executive; and

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(ii) where the allocation and allotment is in favour of an Interested Person Connected with a Director, Major Shareholder or Chief Executive, such Director, Major Shareholder or Chief Executive,

must not vote on the resolution approving the said allocation and allotment and/or

award. An Interested Director, Interested Major Shareholder or Interested Chief Executive must ensure that such persons connected with him/her abstain from voting on the resolution approving the said allocation and allotment and/or award.

7.4 For the avoidance of doubt, the following persons are not Eligible Persons and do not

qualify for participation in the LTIP:-

(a) subject to By-law 24 below, a Director or Employee of a company which has ceased to be a subsidiary of MClean; and

(b) a Director or Employee of a company within the Group which is dormant. 7.5 Unless otherwise determined by the LTIP Committee, a Participant under the LTIP

shall not be entitled to participate in any other share issuance scheme, share award scheme or share scheme which may be implemented by any other company in the MClean Group during the duration of the LTIP.

7.6 Eligibility under the LTIP does not confer on an Eligible Person a claim or right to

participate in or any rights whatsoever under the LTIP and an Eligible Person does not acquire or have any rights over or in connection with the SOS Options or MClean Shares comprised herein unless an Offer pursuant to an Offer Letter has been made by the LTIP Committee to the Eligible Person, the Eligible Person has accepted the Offer, Vesting Conditions have been fulfilled by the Participant in accordance with the terms of the Offer Letter and the LTIP Committee has vested the SOS Options or the MClean Shares on the Participant.

7.7 Notwithstanding anything to the contrary in these By-laws subject always to By-laws

17 and 18, the LTIP Committee may, in its discretion, waive the eligibility criteria set out in By-law 7.2.

7.8 The LTIP Committee has the discretion not to make further Offers. 7.9 Where an offer is made to an Eligible Person who is a member of the LTIP

Committee, such Offer shall be decided and carried out by the LTIP Committee PROVIDED ALWAYS that such Eligible Person and persons connected to him/her who are also members of the LTIP Committee shall abstain from all deliberations and voting in respect of the Offer proposed to be offered or awarded to him/her or the vesting of SOS Options and/or MClean Shares to him/her at the relevant LTIP Committee meetings.

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8. MAXIMUM ALLOWABLE ALLOCATION AND BASIS OF ALLOCATION 8.1 Subject to any adjustments which may be made under these By-laws and the

maximum allowable allocation limit on the total number of MClean Shares (including MClean Shares already issued and vested under the LTIP) under the SOS Options and SAP Awards collectively pursuant to By-law 5, the aggregate number of MClean Shares that may be allocated to any of the Eligible Persons of the MClean Group who are entitled to participate in the LTIP shall be on the basis set out in By-law 8.2 subject always to the following main parameters:-

(i) the Directors and Employee do not participate in the deliberation or

discussion of their own allocation;

(ii) the number of MClean Shares allocated to any Eligible Person who, either singly or collectively through persons connected with the Eligible Person, holds twenty per centum (20%) or more in the total number of issued shares capital (excluding treasury shares) of the Company, shall not exceed ten per centum (10%) of the total number of MClean Shares to be allocated under the LTIP, and

(iii) the maximum number of MClean Shares to be allocated, in aggregate, to the

Directors and senior management of the Company, its non-dormant subsidiaries and persons connected with them shall not exceed 80% of the total number of new MClean Shares to be issued under the Proposed LTIP,

provided always that it is in accordance with any prevailing guidelines issued by Bursa Securities, the Listing Requirements or any other relevant authorities as amended from time to time.

8.2 The basis for determining the aggregate number of MClean Shares that may be

offered and/or allocated under the LTIP to an Eligible Person shall be at the sole discretion of the LTIP Committee after taking into consideration, inter alia, the seniority, job grading, performance, length of service and/or contribution to the Group by the Eligible Person and in the case of Eligible Person who is a Director, the Eligible Person’s contribution towards the growth of the Group and position in various board committees of the Company and/or such other matters which the LTIP Committee may in its sole discretion deem fit and the Maximum Allowable Allocation as decided by the LTIP Committee.

8.3 Subject to By-law 17, the LTIP Committee may at its sole discretion and pursuant to

By-law 16, amend or vary and/or include or preclude any basis or criteria which is applied in considering Offers to Eligible Persons Including the Maximum Allowable Allocation for which it shall deem necessary to introduce during the duration of the LTIP provided that these basis are in compliance with the relevant Listing Requirements and applicable laws.

8.4 In the event that an Eligible Person is promoted, he/she shall be entitled to continue

to hold all unvested SOS Options and to exercise all vested but unexercised SOS Options and/or be entitled to hold all unvested SAP Awards held by him/her.

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8.5 In the event that an Eligible Person is demoted, he shall be entitled to exercise all vested but unexercised SOS Options and/or vested SAP Awards unless otherwise determined by the LTIP Committee and the number of unvested SOS Options and/or SAP Awards held by him/her at that time may be reduced by the LTIP Committee in its sole discretion.

8.6 The LTIP Committee shall not be obliged in any way to offer, award or vest to any

Eligible Person any SOS Options and/or SAP Awards. The decision of the LTIP Committee shall be final and binding.

8.7 The allocation of SOS Options and/or SAP Awards pursuant to the LTIP shall be

verified by the Company’s Audit Committee, as being in compliance with the criteria set out in these By-laws (where relevant) at the end of each financial year of the Company and a statement by the Company’s Audit Committee verifying such allocation shall be included in the annual report of the Company.

8.8 For the avoidance of doubt, the LTIP Committee shall have the sole discretion in

determining the manner in which the new MClean Shares under the LTIP are to be issued to the Eligible Persons via:-

(a) one single LTIP Award at a time determined by the LTIP Committee; or

(b) several LTIP Awards where the vesting of the new MClean Shares comprised

in those LTIP Awards is staggered or offered in several tranches at such times and on such terms determined by the LTIP Committee,

and nothing shall prevent the LTIP Committee from making more than one LTIP

Award to any Eligible Person. 8.9 In the event the LTIP Committee decides that the LTIP Awards or vesting of any

number of new MClean Shares is to be staggered, amongst others, the new number of MClean Shares to be issued. In each LTIP Award, the Vesting Conditions and the vesting period for the same, shall be decided by the LTIP Committee at its sole discretion and each LTIP Award shall be separate and independent from the others.

8.10 The Company shall make such requisite announcements with regards to the LTIP

and LTIP Awards as may be required under the law or by Bursa Securities from time to time.

9. RIGHTS ATTACHING TO OFFERS AND NEW MCLEAN SHARES 9.1 The SOS Options and/or SAP Awards (as the case may be) shall not carry any right

to vote at any general meeting of the Company until and unless such MClean Shares have been issued, allotted and credited into the CDS Account of the Participant.

9.2 A Participant shall not be entitled to any dividends, rights (including voting rights),

participation in any form of distributions or offer of further securities, or other entitlements on his/her unvested or unexercised SOS Options and/or unvested SAP

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Awards (as the case may be). 9.3 The new MClean Shares arising from the vesting of the SAP Award or exercise of the

SOS Options shall, upon allotment and issuance rank pari passu in all respects with the MClean Shares already in issuance save and except that they shall not be entitled to any dividends, rights, allotments or any other distributions which may be declared, made or paid, for which the Entitlement Date is prior to the date of allotment of the said new MClean Shares.

9.4 All MClean Shares will be subject to all provisions of the Constitution of the

Company. 10. TRUST 10.1 SAP will be implemented via the issuance of new MClean Shares as such the

Company and/or the LTIP Committee need not establish a trust for the purpose of implementing the LTIP.

11. NON-TRANSFERABILITY 11.1 A SOS Option and SAP Award (as the case may be) is personal to the Participant and

subject to the provisions of By-laws 12.1, 12.2, 12.3 and 12.4, it is exercisable only by the Participant personally during his/her lifetime whilst he/she is in the employment in any company in the MClean Group.

11.2 A SOS Option or SAP Award (as the case may be) so awarded and/or vested shall

not be transferred, assigned, disposed of or subject to any encumbrances by the Participant. Any such transfer, assignment, disposal or encumbrance shall result in the automatic cancellation of the SOS Option and SAP Award (as the case may be).

12. TERMINATION AND THE SOS OPTION AND/OR SAP AWARDS 12.1 In the event a Participant ceases to be in the employment of the MClean Group (and

in the case of a Director, resigning from the Board) for whatever reason prior to the full vesting and allotment of any SAP Award and/or full vesting and exercise of any SOS Option (as the case may be), such SOS Option and/or SAP Award or the balance thereof that remained unvested, not allotted or unexercised, as the case may be, shall forthwith cease to be valid without any claim against the Company PROVIDED ALWAYS THAT the LTIP Committee may, at its sole discretion, by notice in writing, stipulate the times or period at or within which such SAP Awards and/or SOS Options shall vest all or in part (provided that no MClean Shares and/or SOS Options shall vest after the expiry of the LTIP Period) or permit such vested but unexercised SOS Option to remain exercisable during the LTIP Period all or in part if such cessation occurs by reason of:-

(i) retirement on attaining the retirement age under the MClean Group’s

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retirement policy; or

(ii) death, ill-health, injury, physical or mental disability; or (iii) any other circumstances which are acceptable to the LTIP Committee. Upon the termination of SOS Options and/or SAP Awards (as the case may be) pursuant to the above, the Participant shall have no right to compensation or damages or any claim against the Company for any loss of any right or benefit under the LTIP which he/she might otherwise have enjoyed, whether for wrongful dismissal or breach of contract or loss of office or otherwise howsoever arising from his/her ceasing to hold office or employment or from the suspension of his/her right to exercise or be vested his/her SOS Options and/or SAP Awards (as the case may be) or his/her SOS Options and/or SAP Awards (as the case may be) ceasing to be valid.

12.2 Unless otherwise agreed in writing by the LTIP Committee at its sole discretion, upon the resignation of the Participant from his/her employment with the MClean Group, a SOS Option and/or SAP Award (as the case may be) shall lapse forthwith on the date the Participant tenders his/her resignation.

12.3 A SOS Option or SAP Award (as the case may be) shall immediately become void

and of no further force and effect upon the Participant being adjudicated a bankrupt. 12.4 In the event of the liquidation of the Company or termination of the LTIP, all

unexercised or unvested or partially unexercised or partially unvested SOS Options and SAP Awards shall lapse.

13. ALTERATION OF SHARE CAPITAL

13.1 Notwithstanding anything contained in these By-laws and subject to any applicable laws and the Listing Requirements, in the event of any alteration in the capital structure of the Company prior to the Date of Expiry, whether by way of a rights issue, bonus issue or other capitalisation issue, consolidation or subdivision of MClean Shares or reduction of capital or any other variation of capital, the Board may in its discretion and in good faith cause such adjustment to be made to the number of MClean Shares which shall be exercisable or vested under a SOS Option(s) or SAP Award(s) and/or the Subscription Price.

13.2 The following provisions shall apply in relation to an adjustment which is made

pursuant to By-law 13.1:-

(a) any adjustment to the Option Price shall be rounded up to the nearest one (1) sen; and

(b) in determining a Participant’s entitlement to subscribe for MClean Shares

and/or number of MClean Shares to be vested, any fractional entitlements will be disregarded.

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13.3 By-law 13.1, shall not be applicable where an alteration in the capital structure of the Company arises from any of the following:-

(a) an issue of new MClean Shares or other securities convertible into MClean

Shares or rights to acquire or subscribe for MClean Shares in consideration or part consideration for an acquisition of any other securities, assets or business;

(b) a special issue of new MClean Shares to Bumiputera investors nominated by the Ministry of International Trade and Industry, Malaysia and/or other government authority to comply with the Government policy on Bumiputera capital participation;

(c) a private placement/restricted issue of new MClean Shares by the Company; (d) an issue of new MClean Shares arising from the exercise of any conversion

rights attached to securities convertible to MClean Shares or upon exercise of any other rights including warrants and/or convertible loan stocks (if any) issued by the Company;

(e) an issue of new MClean Shares upon the exercise of SOS Option(s) or SAP

Award(s) (if any) pursuant to the LTIP; (f) a share buy-back arrangement by the Company, pursuant to Section 127 of

the Act; (g) any reduction in the number of issued shares of the Company as may be

permitted by the Act and Listing Requirements; (h) an issue of new MClean Shares in relation to a dividend reinvestment scheme;

and

(i) an issue of further SOS Option(s) or SAP Award(s) to Eligible Persons under these By-laws.

13.4 In the event that the Company enters into any scheme of arrangement or

reconstruction pursuant to Subdivision 2 of Division 7 to Part III of the Act, By-law 13.1 shall be applicable in respect of such part(s) of the scheme which involve(s) any alteration(s) in the capital structure of the Company, save that By-law 13.3 shall be applicable in respect of such part(s) of the LTIP which involve(s) any alteration(s) in the capital structure of the Company which falls within By-law 13.3.

13.5 Upon any adjustment being made, the LTIP Committee shall within ten (10) Market

Days give notice in writing to the Participant, to inform him/her of the adjustment and the event giving rise thereto.

13.6 Save for any alteration in the capital structure of the Company during the duration of

the LTIP arising from bonus Issues, all adjustments must be confirmed in writing by an approved external company auditor or MClean’s Adviser, acting as an expert and

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not as an arbitrator, to be in his/her opinion fair and reasonable. Such confirmation shall be final and binding on all parties. For the purposes of these By-laws, an approved company auditor shall have the meaning given in Section 263 of the Act and shall be the external auditors for the time being of the Company or such other external auditors as may be nominated by the Board.

13.7 The Board shall be guided by the adjustment as provided in the Schedule in

determining the adjustments to be made pursuant to this By-law 13. 13.8 Notwithstanding the other provisions referred to in the Schedule, in any

circumstances where the LTIP Committee considers that adjustments to the Subscription Price and/or any MClean Shares relating to SOS Options and/or SAP Awards to be issued or vested as provided for under the provisions hereof should not be made, or should be or should not be calculated on a different basis or different date or that an adjustment to the Option Price and/or the adjustments to the number of MClean Shares to be issued or vested relating to SOS Options and/or SAP Awards should be made notwithstanding that no adjustment is required under the provisions hereof, the Company may appoint an Adviser and/or an approved company auditor to consider whether for any reasons whatever the adjustment calculation or determination to be made (or the absence of an adjustment calculation or determination) is appropriate or inappropriate as the case may be. If such Adviser and/or approved company auditor shall consider the adjustment calculation or determination to be inappropriate, the adjustments shall be modified or nullified (or an adjustment calculation or determination made even though not required to be made) in such manner as may be considered by such Adviser and/or approved company auditor to be in their opinion appropriate.

14. QUOTATION OF NEW SHARES

14.1 If at the time of allotment of the new MClean Shares pursuant to the exercise of a SOS Option or allotment of MClean Shares pursuant to a SAP Award (if any), the existing issued ordinary shares of the Company are quoted on Bursa Securities, the Company shall make an application to Bursa Securities for its permission for the listing of and quotation for the new MClean Shares so allotted in accordance with By-law 38.4 and By-law 42.1 (as the case may be).

15. HOLDING PERIOD 15.1 The MClean Shares to be allotted and issued to the Participant pursuant to this LTIP

will not be subjected to any holding period. However, the Participant is encouraged to hold the MClean Shares as a long-term investment rather than to realise immediate gains from disposal.

Notwithstanding the above, a non-executive Director must not sell, transfer or assign

the MClean Shares obtained through the exercise of the SOS Options and/or vesting of SAP Award offered to him/her within one (1) year from the date of the offer of such SOS Options.

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16. ADMINISTRATION This LTIP shall be administered by the LTIP Committee comprising such persons as

shall be appointed from time to time by the Board of MClean. The Board of MClean shall have the discretion as it deems fit to approve, rescind and/or revoke the appointment of any person in the LTIP Committee. The LTIP Committee shall be vested with such powers and duties as are conferred upon it by the Board of MClean to administer the LTIP in such manner it shall in its discretion deem fit. The LTIP Committee may, for the purpose of administering the LTIP, do all acts and things and enter into any transactions, agreements, deeds, documents or arrangements, and make rules, regulations or impose terms and conditions or delegate part of its powers relating to the LTIP which the LTIP Committee may in its discretion consider to be necessary or desirable for giving full effect to the LTIP.

Any decision or determination of the LTIP Committee made pursuant to the

provisions of the LTIP (other than a matter to be certified and/or approved by the approved company auditor or Adviser) shall be final, binding and conclusive (including for the avoidance of doubt, any decision pertaining to any dispute as to the interpretation of the LTIP or any rule, regulation or procedure hereunder or as to any rights under the LTIP). The LTIP Committee shall not be required to furnish any reason for any decision or determination made by it except as may be required by the relevant authorities.

17. AMENDMENT AND/OR MODIFICATION TO THE LTIP

17.1 Subject to the compliance with the requirements of Bursa Securities and any other relevant authorities and their approvals being obtained (if required under the Listing Requirements and applicable laws and regulations), the LTIP Committee may at any time and from time to time recommend to the Board any additions or amendments to or deletions of these By-laws as it shall in its discretion think fit and the Board shall have the power by resolution to add to, amend or delete all or any of these By-laws upon such recommendation PROVIDED ALWAYS THAT no additions or amendments to or deletions of these By-laws shall be made which will:-

(a) Prejudice any rights then accrued to any Participant without the prior consent

or sanction of that Participant (as the case may be);

(b) Prejudice any rights of the shareholders of the Company without the prior approval of the Company's shareholders in a general meeting; or

(c) Increase the number of MClean Shares available under the LTIP beyond the

maximum imposed by the By-laws; or (d) Alter to the advantage of any Eligible Person in respect of any matters which

are required to be contained in the By-laws by virtue of the Listing Requirements, without the prior approval of the Company’s shareholders in a general meeting unless allowed otherwise by the provisions of the Listing Requirements.

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17.2 Any amendments/modifications to the By-laws shall not contravene any of the provisions stipulated under the Listing Requirements and/or any other relevant regulatory authority in relation to share issuance schemes and/or share award schemes.

17.3 Upon amending and/or modifying all or any of the provisions of the LTIP, the

Company shall within five (5) Market Days after the effective date of the amendments caused to be submitted to Bursa Securities the amended By-laws and a confirmation letter in the form required under the Listing Requirements that the said amendment and/or modification complies and does not contravene any of the provisions of the Listing Requirements on share Issuance schemes and/or share award schemes (as the case may be) and the Rules of Bursa Depository.

17.4 The Participants shall be given written notices in the terms prescribed by the LTIP

Committee from time to time if any additions, amendments to and/or modifications of these By-laws within five (5) Market Days of any of the foregoing taking effect.

18. DISPUTES AND ERRORS AND OMISSIONS

18.1 In the event of any dispute or difference arising between the LTIP Committee and an Eligible Person or a Participant, as to any matter or thing of any nature arising hereunder, the LTIP Committee shall determine such dispute or difference by a written decision (without the obligation to give any reason thereof) to the Eligible Person or the Participant, as the case may be PROVIDED THAT where the dispute or difference is raised by a member of the LTIP Committee, the said member shall abstain from voting in respect of the decision of the LTIP Committee in that instance. The said decision shall be final and binding in all respects.

18.2 If in consequence of an error or omission, the LTIP Committee discovers or

determines that:-

(a) an Eligible Person who was selected by the LTIP Committee as a Participant, has not been given the opportunity to participate in the LTIP on any occasion; or

(b) the number of MClean Shares allotted, issued or vested to any Participant on any occasion is found to be incorrect;

the LTIP Committee may do all such acts and things to rectify such error or omission and ensure that the Eligible Person is given the opportunity to participate in the LTIP and/or the aggregate number of MClean Shares to which the Participant is correctly entitled to is credited into the Participant’s CDS account.

19. LTIP NOT A TERM OF EMPLOYMENT This LTIP shall not form part of or constitute or in any way be construed as a term or

condition of employment of any Eligible Person. This LTIP shall not confer or be

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construed to confer on an Eligible Person any special rights or privileges over the Eligible Person’s terms and conditions of employment in the MClean Group under which the Eligible Person is employed or any rights additional to any compensation or damages that the Eligible Person may be normally entitled to arising from the cessation of such employment. The terms of employment of an Eligible Person shall not be affected by his/her participation in the LTIP.

20. COSTS AND EXPENSES All fees, costs and expenses incurred in relation to the administration and

management of the LTIP including but not limited to the fees, costs and expenses relating to the award, vesting, allotment and issue of the MClean Shares pursuant to the exercise or vesting of any SOS Option or SAP Award shall be borne by the Company. Notwithstanding this, the Participant shall bear any fees, costs and expenses incurred in relation to his/her acceptance of an Offer and exercise of the SOS Option, opening and maintaining of his/her respective CDS Account and sale of MClean Shares in the market.

21. CONSTITUTION Notwithstanding the terms and conditions contained in these By-laws, if a situation

of conflict should arise between these By-laws and the Constitution of the Company, the provisions of the Constitution of the Company shall prevail at all times.

22. INSPECTION OF AUDITED ACCOUNTS All Participants are entitled to inspect the latest audited accounts of the Company

during the normal office hours on any working day at the Registered Office of the Company.

23. TRANSFER FROM OTHER COMPANIES TO THE GROUP In the event that:- (i) a Director or Employee who was employed in a company which is not within

the MClean Group and is subsequently transferred from such company to any company within the MClean Group; or

(ii) a Director or Employee who was in the employment of a company which

subsequently becomes a member of the MClean Group as a result of a restructuring exercise or otherwise involving MClean and/or any company within the MClean Group with any of the first mentioned company stated in (i) above;

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(the first mentioned company in (i) and (ii) above are hereinafter referred to as the “Previous Company”), such a Director or Employee of the Previous Company (“the Affected Director/Employee”), subject to By-law 6 hereof, may be eligible to participate in the LTIP only for the remaining duration of the LTIP, subject to the LTIP Committee’s discretion.

24. DIVESTMENT FROM THE MCLEAN GROUP 24.1 If a Participant who is in the employment of a company which ceases to be a

company within the MClean Group due to a subsequent disposal or divestment (in whole or in part) from the MClean Group, then such Participant:-

(i) may, at the discretion of the LTIP Committee, be permitted to exercise or be

vested any unexercised or unvested SOS Options and/or SAP Awards (of any part thereof) at any time and subject to such terms and conditions as the LTIP Committee may be prescribed; and

(ii) shall not be eligible to participate for further Offers under the LTIP. 24.2 For the purpose of By-law 24.1, a company shall be deemed to be divested from the

MClean Group in the event that such company would no longer be a subsidiary of MClean pursuant to Section 4 of the Act.

25. TAKEOVER Subject to the provisions of any applicable statutes, rules, regulations and/or

conditions issued by the relevant regulatory authorities, in the event of a take-over offer being made for the Company, under the Take-Overs, Mergers and Compulsory Acquisitions (issued by the Securities Commission on 15 August 2016) and Section 218 of the Capital Markets and Services Act 2007, to acquire the whole of the issued ordinary share capital of the Company (or such part thereof not at the time held by the person making the take-over offer (“Offeror”) or any persons acting in concert with the Offeror), (a) the LTIP Committee may in its discretion but subject always to By-law 17 and any applicable laws, by giving notice in writing to the SOS Grantee, vary the Exercise Period and/or any other terms of the vested SOS Options; (b) the LTIP Committee may in its discretion permit the vesting of any unvested SOS Options and/or SAP Awards (or any part thereof) to the Participant at any time and subject to such terms and conditions as may be prescribed notwithstanding that the Vesting Conditions or other terms and conditions of the Offer have not been fulfilled or satisfied; and (c) any vested but unexercised SOS Options shall remain in force and be exercisable until and inclusive of the expiry or termination of the LTIP Period applicable thereto unless the Offerer shall become entitled or be bound to exercise the right of compulsory acquisition of MClean Shares under the provisions of the Capital Markets and Services Act 2007 and gives notice to the Company that it intends to exercise such right on a specific date, in which case the vested but unexercised SOS Options shall remain in force and be exercisable until and inclusive of the date the compulsory acquisition is exercised by the Offerer.

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PROVIDED ALWAYS THAT any SOS Options and SAP Awards to the extent

unexercised or unvested after the date on which the right of compulsory acquisition is exercised shall lapse and immediately cease to have any effect.

26. SCHEME OF ARRANGEMENT, AMALGAMATION AND RECONSTRUCTION Notwithstanding By-laws 38 and 40 hereof and subject to the discretion of the LTIP

Committee, in the event of the court sanctioning a compromise or arrangement between the Company and its members proposed for the purposes of, or in connection with, a scheme of arrangement and reconstruction of the Company or its amalgamation with any other company or companies, any vested SOS Options and SAP Awards shall remain exercisable by or capable of being allotted onto the Participant at any time commencing from the date upon which the compromise or arrangement is sanctioned by the court and ending on the date upon which it becomes effective or such other date as the LTIP Committee may deem fit. The LTIP Committee may in its discretion further permit the vesting of any unvested SOS Options and/or SAP Awards (or any part thereof) to the Participant at any time and subject to such terms and conditions as may be prescribed notwithstanding that the Vesting Conditions or other terms and conditions of the Offer have not been fulfilled or satisfied.

27. SUBSEQUENT EMPLOYEES SHARE SCHEMES

Subject to the approval of the relevant authorities and/or the shareholders of the Company, the Company may establish a new employee share schemes, share issuance schemes and/or share award schemes after the Date of Expiry of this LTIP or upon termination of this LTIP.

28. NO COMPENSATION 28.1 A Participant who ceases to hold office or employment shall not be entitled to any

compensation for the loss of any right or benefit or prospective right or benefit under the LTIP which he/she might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office.

28.2 No Eligible Person or Participant or legal personal representatives shall bring any

claim, action or proceeding against the Company or the Board of MClean or the LTIP Committee or any other party for compensation, loss or damages whatsoever and howsoever arising from the suspension of his/her rights to exercise or the vesting of his/her SOS Option(s) and/or SAP Award(s) or his/her Offer(s), SOS Option(s) and/or SAP Award(s) ceasing to be valid pursuant to the provisions of these By-laws, as may be amended from time to time in accordance with By-law 17 hereof.

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28.3 Notwithstanding anything to the contrary in these By-laws, the LITP Committee, the

MClean Group and the MClean Group’s Directors and Employeee shall not under any circumstances be liable for any costs, losses, expenses and damages whatsoever and howsoever arising in connection with or incidental to any acts or omissions, including but not limited to the Company’s or any other person’s delay in issuing, acquiring or procuring the transfer or disposal of the shares or making any other required applications.

29. TAXES All taxes (including income tax), if any, arising from the award, vesting and/or

exercise of any SOS Option and/or SAP Award (as the case may be) under the LTIP shall be borne by the Participant.

30. WINDING UP All outstanding SOS Options and SAP Awards shall be automatically terminated in

the event that a resolution is passed or a court order is made for the winding up of the Company.

31. SEVERABILITY If any time any term, condition, stipulation or provision in these By-laws is or

becomes Illegal, void, prohibited or unenforceable in any respect, the same shall be ineffective to the extent of such illegality, voidness, prohibition or unenforceability without Invalidating the remaining provisions hereof, and any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void or unenforceable any other term, condition, stipulation and provision herein contained.

32. GOVERNING LAW AND JURISDICTION 32.1 These By-laws shall be governed and construed in accordance with the laws of

Malaysia and the Participant shall submit to the exclusive jurisdiction of the Courts of Malaysia in all matters connected with the obligations and liabilities of the parties hereto under or arising out of these By-laws.

32.2 Any proceeding or action shall be instituted or taken in Malaysia and the Participant

irrevocably and unconditionally waives any objection on the ground of venue or forum non-convenience or any other grounds.

32.3 Any Offer made to an Eligible Person pursuant to the LTIP shall be valid strictly in

Malaysia only unless specifically mentioned otherwise by the LTIP Committee in the Offer.

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33. NOTICE 33.1 Any notice or request which the Company is required to give, or may desire to give,

to any Eligible Person or the Participant pursuant to the LTIP shall be in writing and shall be deemed to be sufficiently given:-

(a) if it is sent by ordinary post by the Company to the Eligible Person or the

Participant at the last address known to the Company as being his/her address, such notice shall be deemed to have been received three (3) Market Days after Posting;

(b) if it is given by hand to the Eligible Person or the Participant, such notice or request shall be deemed to have been received on the date of delivery;

(c) if it is sent by electronic media, including but not limited to electronic mail, to

the Eligible Person or the Participant, such notice or request shall be deemed to have been received upon confirmation or notification received after the sending of notice or request by the Company.

Any change of address of the Eligible Person or the Participant shall be communicated in writing to the Company and the LTIP Committee.


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Part B : SOS

34. OFFER OF SOS OPTIONS 34.1 The LTIP Committee may, at any time during the duration of the LTIP as defined in

By-law 6 hereof, make Offer(s) of SOS Options in writing to any Eligible Person (based on the eligibility and criteria of allocation as set out in By-law 7 and By-law 8 herein) selected by the LTIP Committee which selection shall be at the sole discretion of the LTIP Committee.

34.2 The actual number of MClean Shares which may be offered to an Eligible Person

shall be at the sole discretion of the LTIP Committee and, subject to any adjustments that may be made under By-law 13 hereof, shall not be less than one hundred (100) MClean Shares but not more than the Maximum Allowable Allocation and shall always be in multiples of one hundred ( 100) MClean Shares.

34.3 An Offer may be made upon such terms and conditions as the LTIP Committee may

decide from time to time. Each Offer shall be made in writing and is personal to the Eligible Person and is non-assignable and non-transferable.

34.4 The LTIP Committee may state the following particulars in the Offer Letter (where

applicable):-

(a) The number of SOS Options that are being offered to the Eligible Person;

(b) The number of MClean Shares which the Eligible Person shall be entitled to upon the vesting and exercise of the SOS Options being offered;

(c) The LTIP Period; (d) The Exercise Price; (e) The Option Price; (f) The Validity Period as defined in By-law 35.1; (g) The basis of allocation of the Offer made having regard to the Eligible

Person’s seniority, job grading, performance, length of service and/or contribution to the Group subject to the Maximum Allowable Allocation;

(h) In the case of an Eligible Person who is a Director of the Company, the

Eligible Person’s contributions towards the growth of the Group and position in various board committees of the Company;

(i) Any vesting and/or performance conditions (”Vesting Conditions”), the

performance period, vesting period and vesting date(s) but in any event such period(s) and date(s) shall not be later than the Date of Expiry; and

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(j) Any other information deemed necessary by the LTIP Committee.

34.5 Without prejudice to By-laws 17 and 18, in the event of an error on the part of the

Company in stating any of the particulars referred to in By-law 34.4, the following provisions shall apply:-

(a) Within one (1) month after discovery of the error, the Company shall issue a

supplemental Offer Letter, stating the correct particulars referred to in By-law 34.4;

(b) In the event that the error relates to particulars other than the Option Price,

the Option Price applicable in the supplemental Offer Letter shall remain as the Option Price as per the original Offer Letter; and

(c) In the event that the error relates to the Option Price, the Option Price

applicable in the supplemental Offer Letter shall be the Option Price applicable as at the date of the original Offer Letter, save and except with respect to any SOS Option which have already been exercised as at the date of issue of the supplemental Offer Letter.

34.6 Subject to By-law 34 hereof, nothing herein shall prevent the LTIP Committee from

making more than one (1) Offer to any Eligible Person PROVIDED ALWAYS THAT the total aggregate number of MClean Shares which may be offered to any Eligible Person (inclusive of MClean Shares previously offered under the LTIP, if any) shall not exceed the Maximum Allowable Allocation of that Eligible Person as set out in By-law 8 hereof.

34.7 The LTIP Committee has the discretion not to make further additional Offers. 34.8 The Offers shall automatically lapse and be null and void in the event of the death of

the Eligible Person or the Eligible Person ceasing to be employed by or hold office in (as in the case of a non-executive or executive Director, resigning from the Board) the MClean Group for any reason whatsoever prior to the acceptance of the Offers by the Eligible Person in the manner set out in By-law 35 hereof.

34.9 After each adjustment following an alteration of the Company’s share capital as

stipulated in By-laws 13.1 and 13.2 and the Company informing the SOS Grantee of such adjustment pursuant to By-law 13.5, upon the return by a SOS Grantee of the original Offer Letter to the Company, that letter shall be amended or a new Offer Letter shall be issued within one (1) month from the date of return of the original Offer Letter, to reflect the adjustment made to the number of SOS Options awarded to the SOS Grantee and/or the Option Price.

34.10 The LTIP Committee may, by giving notice in writing to the Eligible Person, vary or

waive the terms of any Vesting Condition, performance period or other conditions. 34.11 The Company shall keep and maintain at its own expense a register of SOS Grantees

and shall enter the names, addresses and identify card numbers of the SOS Grantees,

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the Maximum Allowable Allocation, the number of SOS Options offered, the number of SOS Options exercised, the Date of Offer and the Exercise Price and other particulars as may be prescribed under Section 129 of the Act.

34.12 For the avoidance of doubt, there shall be no legal, equitable or other obligation

whatsoever on the part of the LTIP Committee to consider making, or to make, any Offer to any or all of the Eligible Persons.

34.13 Each vested SOS Option shall be exercisable into one (1) MClean Share, issued, in

accordance with the provisions of these By-laws. 35. ACCEPTANCE OF THE OFFER 35.1 An Offer of the SOS Option(s) shall be valid for a period of thirty (30) calendar days

from the Date of Offer or such period as the LTIP Committee at its discretion, determines on a case to case basis (“Validity Period”). Acceptance of the said Offer by an Eligible Person shall be made by way of a written notice from the Eligible Person to the LTIP Committee in the form prescribed by the LTIP Committee and accompanied by the payment of Ringgit Malaysia One (RM1.00) only as non-refundable consideration for the acceptance of each Offer (regardless of the number of shares comprised therein).

35.2 In the event that the Eligible Person falls to accept the Offer of the SOS Option(s) or

pay the acceptance consideration as set out in By-law 35.1 hereof within the Validity Period and in the manner aforesaid, the said Offer shall be deemed to have lapsed.

36. OPTION PRICE 36.1 The Option Price of each Share comprised in any SOS Option shall be:-

(a) the weighted average market price of the MClean Shares for the five (5) Market Days immediately preceding the Date of Offer less a discount of not more than ten per centum (10%) therefrom or such other percentage of discount as may be permitted by Bursa Securities and/or any other relevant authorities from time to time; or

(b) at such minimum exercise price as may be permitted by the provisions of the Act and the Listing Requirements;

whichever is higher, as determined by the Board upon recommendation of the LTIP Committee which shall be binding and conclusive.

36.2 The Option Price shall be subject to any adjustments provided under By-law 13

herein.

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37. VESTING CONDITIONS 37.1 Subject to By-laws 6, 7 and 37.2, the SOS Option(s) or such part thereof will only vest

to the SOS Grantee on the vesting date(s) if:-

(a) he/she has attained the age of at least 18 years and is not an undischarged bankrupt or subject to any bankruptcy proceedings;

(b) the SOS Grantee remains in employment with the MClean Group as at the vesting date;

(c) the performance targets as may be set by the LTIP Committee are met; (d) any other Vesting Conditions (if any) are fully and duly satisfied.

37.2 The LTIP Committee shall have the discretion to determine whether any Vesting Condition has been satisfied (whether fully or partially) or exceeded and in making any such determination, the LTIP Committee shall have the right to make reference to (among others) the audited results of the MClean Group, to take into account such factors as the LTIP Committee may determine to be relevant, such as changes in accounting methods, taxes and extraordinary events, and further, to amend any Vesting Conditions if the LTIP Committee decides that a changed performance target would be a fairer measure of performance. Where the LTIP Committee has made the determination that the Vesting Conditions and all other stipulated conditions have been fulfilled (whether fully or partially) pursuant to the SOS Option, the LTIP Committee shall notify the SOS Grantee of the number of SOS Options vested and the vesting date of such SOS Option. No SOS Grantee shall have any right to exercise any SOS Options awarded to the SOS Grantee until the SOS Options are vested on the SOS Grantee pursuant to this By-law. The decision and/or determination of the LTIP Committee on the vesting of the SOS Option on the SOS Grantee pursuant to these By-laws shall be final and conclusive.

37.3 Unless otherwise determined by the LTIP Committee, if the Vesting Conditions are

not fulfilled in accordance with the period as set out in the Offer Letter, that SOS Option(s) shall lapse and be of no value.

38. EXERCISE OF SOS OPTIONS 38.1 Subject to By-laws 38.2 and 38.7 hereof, a SOS Option can be exercised by the SOS

Grantee by notice in the prescribed form to the Company on any Market Day during the Exercise Period in respect of all or any part of the MClean Shares comprised in the SOS Option, such part being in multiples of one hundred (100) MClean Shares. Any partial exercise of a SOS Option shall not preclude the SOS Grantee from exercising the SOS Option in respect of the balance of the MClean Shares comprised In the SOS Option.

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38.2 Subject to By-laws 13 and 17 hereof, the LTIP Committee may, at any time and from time to time, before and after a SOS Option is awarded, limit the exercise of the SOS Option to a maximum number of MClean Shares and/or such percentage of the total MClean Shares comprised in the SOS Option during such periods within the LTIP Period, subject the exercise of the SOS Option to any Vesting Condition determined by the LTIP Committee at its sole discretion including but not limited to performance targets being achieved before a SOS Option can be exercised and/or impose any other terms and/or conditions (including the time period to exercise the SOS Option) as the LTIP Committee may in its sole discretion deem appropriate including amending or varying any terms and conditions Imposed earlier.

38.3 Every such notice to exercise the SOS Option referred to in By-law 38.1 hereof shall

be accompanied by a remittance in RM in the form of a bankers’ draft or cashiers order drawn and payable in Malaysia or any other form acceptable to the LTIP Committee for the full amount of subscription monies (calculated in accordance with the provisions of By-law 38 hereof) in relation to the number of MClean Shares in respect of which the written notice is given.

38.4 The Company shall allot and issue such new MClean Shares to the SOS Grantee in

accordance with the provisions of the Company’s Constitution, the Central Depositories Act and the Rules of Bursa Depository, despatch the notice of allotment to the SOS Grantee and make an application for the listing of and quotation for the new MClean Shares within eight (8) Market Days from the receipt by the Company of the aforesaid notice and remittance from the SOS Grantee or such other period as may be prescribed by Bursa Securities.

38.5 The LTIP Committee, the Board of MClean and the Company shall not under any

circumstances whatsoever be liable for any costs, expenses, charges and damages whatsoever and howsoever arising whether arising directly or indirectly from any delay on the part of the Company in allotting and issuing of the new MClean Shares or in procuring Bursa Securities to list the new MClean Shares for which the SOS Grantee is entitled to subscribe or otherwise.

38.6 The SOS Grantee who exercises his/her SOS Option shall provide the LTIP

Committee with his/her CDS Account number or the CDS Account number of his/her Authorised Nominee, as the case may be, in the notice referred to in By-law 38.1 hereof. The MClean Shares to be issued pursuant to the exercise of a SOS Option will be credited directly into the CDS Account of the SOS Grantee or his/her Authorised Nominee, as the case may be and a notice of allotment stating the number of shares credited into such CDS Account will be issued to the SOS Grantee within eight (8) Market Days from the receipt by the Company of the written notice of exercise of the SOS Option together with the requisite remittance of monies and no physical share certificate will be issued.

38.7 In the event that a SOS Grantee is subject to a performance improvement plan

(“PIP”)/disciplinary proceedings (whether or not such PIP/disciplinary proceedings will give rise to a dismissal or termination of service) the LTIP Committee shall have the right to suspend the SOS Grantee’s SOS Option from being vested and/or exercised pending the achievement of the stipulated improvement plan targets by the

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SOS Grantee/the outcome of such disciplinary proceedings. The LTIP Committee may impose such terms and conditions as the LTIP Committee shall deem appropriate having regard to the nature of the PIP/charges made or brought against the SOS Grantee PROVIDED ALWAYS THAT:-

(a) in the event that such SOS Grantee shall subsequently achieve the stipulated

improvement plan targets/be found not guilty of the charges which give rise to such disciplinary proceedings, the LTIP Committee shall reinstate the rights of such SOS Grantee to be vested and/or to exercise his/her vested SOS Option;

(b) in the event the SOS Grantee fails to achieve the stipulated improvement plan targets/disciplinary proceedings result in a recommendation for the dismissal or termination of service of such SOS Grantee, the SOS Option (whether or not vested) shall immediately cease without notice and be null and void and of no further force and effect upon pronouncement of the dismissal or termination of service of such SOS Grantee notwithstanding that such pronouncement may be subsequently challenged by the SOS Grantee in any other forum; and

(c) in the event such SOS Grantee only partially achieves the stipulated

improvement plan targets/is found guilty but not dismissed or termination of service is not recommended, the LTIP Committee shall have the right to determine at its discretion whether or not the SOS Grantee may continue to be vested and/or to exercise his/her SOS Option and/or adjust such number of SOS Options to be vested and if so, to impose such limits, terms and conditions as it deems appropriate, on such vesting and/or exercise.

The LTIP Committee may, after a warning/caution letter has been issued to a SOS Grantee by the relevant company within the MClean Group, suspend the SOS Grantee’s SOS Option from being vested and/or exercised until such time as the LTIP Committee determines at its discretion whether or not the SOS Grantee may continue to be vested and/or exercise his/her SOS Option and if so, whether to impose such limits, terms and conditions as the LTIP Committee deems appropriate, on such vesting and/or exercise. For the purpose of these By-laws, a SOS Grantee shall be deemed to be subject to “disciplinary proceedings” if:- (i) he/she is suspended from work pending investigation into his/her conduct; (ii) he/she is issued with a letter requiring him/her to attend an internal

domestic inquiry; or (iii) such other instances as the LTIP Committee may deem as being subject to

disciplinary proceedings. 38.8 All SOS Options to the extent unexercised and/or unvested on the expiry or earlier

termination of the LTIP Period applicable thereto shall lapse.

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38.9 The Company will undertake to keep sufficient authorised and unissued MClean Shares to satisfy all outstanding SOS Option, which may be exercisable from time to time during the existence of the LTIP.

38.10 Any failure to comply with the procedures specified by the LTIP Committee or to

provide information as required by the Company in the notice to exercise or inaccuracy in the CDS Account number provided shall result in the notice to exercise being rejected at the discretion of the LTIP Committee. The LTIP Committee shall inform the SOS Grantee of the rejection of the notice of exercise within ten (10) Market Days from the date of rejection and the SOS Grantee shall not have deemed to have exercised his/her SOS Option.

38.11 The Company, the Board and the LTIP Committee shall not under any circumstances

be held liable to any person for any costs, losses, expenses, damages or liabilities whatsoever and howsoever arising in the event of any delay on the part of the Company in allotting and issuing the MClean Shares or in procuring the relevant authorities to list and quote the MClean Shares subscribed for by a SOS Grantee (where applicable) or any delay in receipt or non-receipt by the Company of the notice to exercise the SOS Options or for any errors in any SOS Options or any other matters or dealings which are outside the control of the Company, the Board and/or the LTIP Committee.

38.12 Every SOS Option shall be subjected to the condition that no MClean Shares shall be

vested, issued and/or credited pursuant to the exercise of a SOS Option if such vesting, issue and/or crediting would be contrary to any law, enactment, rule and/or regulation of any legislative or non-legislative body which may be in force during the LTIP Period or such period as may be extended.


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Part C : SAP

39. OFFER OF SAP AWARDS 39.1 The LTIP Committee may, at any time during the duration of the LTIP as defined in

By-law 6 hereof, make an Offer(s) of SAP Awards in writing to any Eligible Person (based on the eligibility and criteria of allocation as set out in By-law 7 and By-law 8 herein) selected by the LTIP Committee which selection shall be at the sole discretion of the LTIP Committee.

39.2 The actual number of MClean Shares which may be offered to an Eligible Person

shall be at the sole discretion of the LTIP Committee and, subject to any adjustments that may be made under By-law 13 hereof, shall not be less than one hundred (100) MClean Shares but not more than the Maximum Allowable Allocation and shall always be in multiples of one hundred (100) MClean Shares.

39.3 An Offer may be made upon such terms and conditions as the LTIP Committee may

decide from time to time. Each Offer shall be made in writing and is personal to the Eligible Person and is non-assignable and non-transferable.

39.4 The LTIP Committee may state the following particulars in the Offer Letter (where

applicable):-

(a) The number of MClean Shares to be awarded under the Offer Letter;

(b) The LTIP Period; (c) The Date of Offer; (d) The basis of allocation of the Offer made having regard to the Eligible

Person’s seniority, job grading, performance, length of service and/or contribution to the Group, subject to the Maximum Allowable Allocation, and whether it is a restricted share plan (which is intended to acknowledge, recognise and retain an Eligible Person who has contributed to the growth of the MClean Group and/or has met his/her individual and/or collective performance targets and/or conditions) or a performance share plan (which is intended to incentivise and motivate an Eligible Person to contribute to the growth of the MClean Group and/or to meet his/her individual and/or collective performance targets and/or conditions);

(e) In the case of an Eligible Person who is a Director of the Company, the

Eligible Person’s contributions towards the growth of the Group and position in various board committees of the Company;

(f) The Vesting Conditions, the performance period, vesting period and vesting

date(s) but in any event such period(s) and date(s) shall not be later than the Date of Expiry and in the case of the restricted share plan, the number of new MClean Shares to be awarded shall be fixed on the Date of Offer whereas in

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the case of the performance share plan, the number of new MClean Shares to be awarded shall depend on the fulfilment of the individual and/or performance targets and/or conditions of the Eligible Person concerned; and

(g) Any other information deemed necessary by the LTIP Committee.

39.5 The LTIP Committee shall notify each SAP Grantee of the SAP Award of such

performance targets, performance period, Vesting Conditions, vesting date(s) or such other conditions to be stipulated by the LTIP Committee and the number of MClean Shares vested onto him/her on the vesting dates PROVIDED THAT there may be excluded from such notice any information the disclosure of which the LTIP Committee shall reasonably consider would prejudice confidentiality.

39.6 Without prejudice to By-laws 17 and 18, in the event of an error on the part of the

Company in stating any of the particulars referred to in By-laws 39.4 and/or 39.5, the Company shall issue a supplemental Offer Letter, stating the correct particulars referred to in By-law 39.4 and/or 39.5 within one (1) month after discovery of the error.

39.7 Subject to By-law 39 hereof, nothing herein shall prevent the LTIP Committee from

making more than one (1) Offer to any Eligible Person PROVIDED ALWAYS THAT the total aggregate number of MClean Shares which may be offered to any Eligible Person (inclusive of MClean Shares previously offered under the LTIP, if any) shall not exceed the Maximum Allowable Allocation of that Eligible Person as set out in By-law 8 hereof.

39.8 The LTIP Committee has the discretion not to make further additional Offers. 39.9 The Offers shall automatically lapse and be null and void in the event of the death of

the Eligible Person or the Eligible Person ceasing to be employed by or hold office (as in the case of an executive Director, resigning from the Board) in the MClean Group for any reason whatsoever prior to the acceptance of the Offers by the Eligible Person in the manner set out in By-law 40 hereof.

39.10 After each adjustment following an alteration of the Company’s share capital as

stipulated in By-laws 13.1 and 13.2 and the Company informing the SAP Grantee of such adjustment pursuant to By-law 13.5, upon the return by a SAP Grantee of the original Offer Letter to the Company, that letter shall be amended or a new Offer Letter shall be issued within one (1) month from the date of return of the original Offer Letter, to reflect the adjustment made to the number of MClean Shares awarded to the SAP Grantee.

39.11 The LTIP Committee may, by giving notice in writing to the Eligible Person, vary or

waive the terms of any Vesting Condition, performance period or other conditions. 39.12 For the avoidance of doubt, there shall be no legal, equitable or other obligation

whatsoever on the part of the LTIP Committee to consider making, or to make, any Offer to any or all of the Eligible Persons.

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40. ACCEPTANCE OF THE OFFER OF SAP AWARD 40.1 An Offer of SAP Award shall be valid for a period of thirty (30) calendar days from

the Date of Offer or such period as the LTIP Committee at its discretion, determines on a case to case basis (“Validity Period”). Acceptance of the said Offer by an Eligible Person shall be made by way of a written notice from the Eligible Person to the LTIP Committee in the form prescribed by the LTIP Committee and accompanied by the payment of Ringgit Malaysia One (RM1.00) only as non-refundable consideration for the acceptance of each Offer of SAP Award (regardless of the number of shares comprised therein).

40.2 In the event that the Eligible Person fails to accept the Offer of SAP Award or pay the

acceptance consideration as set out in By-law 40.1 hereof within the Validity Period and in the manner aforesaid, the said Offer of SAP Award shall be deemed to have lapsed.

41. VESTING CONDITIONS 41.1 Subject to By-laws 6, 7 and 41.2, the MClean Shares comprised in the SAP Award or

such part thereof will only vest to the SAP Grantee on the vesting date(s) if:-

(a) he/she has attained the age of at least 18 years and is not an undischarged bankrupt or subject to any bankruptcy proceedings;

(b) the SAP Grantee remains in employment with the MClean Group as at the vesting date;

(c) the performance targets as may be set by the LTIP Committee are met; (d) any other Vesting Conditions (if any) are fully and duly satisfied.

41.2 The LTIP Committee shall have the discretion to determine whether any Vesting

Condition has been satisfied (whether fully or partially) or exceeded, and in making any such determination, the LTIP Committee shall have the right to make reference to (among others) the audited results of the MClean Group, to take into account such factors as the LTIP Committee may determine to be relevant, such as changes in accounting methods, taxes and extraordinary events, and further, to amend any Vesting Conditions if the LTIP Committee decides that a changed performance target would be a fairer measure of performance. Where the LTIP Committee has made the determination that the Vesting Conditions and all other stipulated conditions have been fulfilled (whether fully or partially) pursuant to the SAP Award, the LTIP Committee shall notify the SAP Grantee of the number of MClean Shares vested or which will be vested to the SAP Grantee on the vesting date of such MClean Shares. No SAP Grantee shall have any right to or interest in the MClean Shares awarded to him/her unless and until the MClean Shares are vested in him/her on and with effect from the date of vesting of the said MClean Shares. The decision and/or determination of the LTIP Committee on the vesting of the MClean Shares on the SAP Grantee pursuant to these By-laws shall be final and conclusive.

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41.3 Unless otherwise determined by the LTIP Committee, if the Vesting Conditions are not fulfilled in accordance with the period as set out in the Offer Letter, that SAP Award shall lapse and be of no value.

42. DELIVERY OF MCLEAN SHARES 42.1 In respect of MClean Shares which are vested onto a SAP Grantee pursuant to By-

law 41, the Company shall as soon as reasonably practicable following the date of vesting, allot and issue such MClean Shares to the SAP Grantee in accordance with the provisions of the Company’s Constitution, the Central Depositories Act and the Rules of Bursa Depository, despatch the notice of allotment to the SAP Grantee and make an application for the listing of and quotation for the new MClean Shares.

42.2 The SAP Grantee shall provide the LTIP Committee with his/her CDS Account

number or the CDS Account number of his/her Authorised Nominee, as the case may be. The MClean Shares to be credited pursuant to the vesting will be credited directly Into the CDS Account of the SAP Grantee or his/her Authorised Nominee, as the case may be and a notice stating the number of shares credited into such CDS Account will be issued to the SAP Grantee and no physical share certificate will be issued.

42.3 In the event that a SAP Grantee is subject to a PIP/disciplinary proceedings (whether

or not such PIP/disciplinary proceedings will give rise to a dismissal or termination of service) the LTIP Committee shall have the right to suspend the SAP Grantee’s SAP Award from being vested pending the achievement of the stipulated improvement plan targets by the SAP Grantee/the outcome of such disciplinary proceedings. The LTIP Committee may impose such terms and conditions as the LTIP Committee shall deem appropriate having regard to the nature of the PIP/charges made or brought against the SAP Grantee PROVIDED ALWAYS THAT:-

(a) in the event that such SAP Grantee shall subsequently achieve the stipulated

improvement plan targets/be found not guilty of the charges which give rise to such disciplinary proceedings, the LTIP Committee shall reinstate the rights of such SAP Grantee to continue to hold or be vested his/her SAP Award;

(b) in the event the SAP Grantee fails to achieve the stipulated improvement plan targets/disciplinary proceedings result in a recommendation for the dismissal or termination of service of such SAP Grantee, the SAP Award shall immediately cease without notice and be null and void and of no further force and effect upon pronouncement of the dismissal or termination of service of such SAP Grantee notwithstanding that such pronouncement may be subsequently challenged by the SAP Grantee in any other forum; and

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(c) in the event such SAP Grantee only partially achieves the stipulated improvement plan targets/is found guilty but not dismissed or termination of service is not recommended, the LTIP Committee shall have the right to determine at its discretion whether or not the SAP Grantee may continue to hold or be vested his/her SAP Award and/or adjust such number of SAP Awards to be vested and if so, to impose such limits, terms and conditions as it deems appropriate, on such vesting.

The LTIP Committee may, after a warning/caution letter has been issued to a SAP Grantee by the relevant company within the MClean Group suspend the SAP Grantee’s SAP Award from being vested until such time as the LTIP Committee determines at its discretion whether or not the SAP Grantee may continue to be vested MClean Shares under his/her SAP Award and if so, whether to impose such limits, terms and conditions as the LTIP Committee deems appropriate, on such vesting. For the purpose of this By-laws, a SAP Grantee shall be deemed to be subject to “disciplinary proceedings” if:- (i) he/she is suspended from work pending investigation into his/her conduct; (ii) he/she is issued with a letter requiring him/her to attend an internal

domestic inquiry; or (iii) such other instances as the LTIP Committee may deem as being subject to

disciplinary proceedings. 42.4 All SAP Awards to the extent unvested on the expiry or earlier termination of the

LTIP Period applicable thereto shall lapse and/or be deemed to be cancelled and/or cease to be capable of acceptance and/or vesting, as the case may be, without any claim against the MClean Group and/or any member of the LTIP Committee.

42.5 The Company, the Board and the LTIP Committee shall not under any circumstances

be held liable to any person for any costs, losses, expenses, damages or liabilities whatsoever and howsoever arising in the event of any delay on the part of the Company in procuring the relevant authorities to fist and quote the MClean Shares subscribed for by a SAP Grantee (where applicable) or any delay in receipt or non-receipt by the Company of the notice or for any errors in any SAP Awards or any other matters or dealings which are outside the control of the Company, the Board and/or the LTIP Committee.

42.6 Every SAP Award shall be subjected to the condition that no MClean Shares shall be

vested and/or credited pursuant to a SAP Award if such vesting and/or crediting would be contrary to any law, enactment, rule and/or regulation of any legislative or non-legislative body which may be in force during the LTIP Period or such period as may be extended.

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42.7 The SAP Grantee shall not be required to pay for the MClean Shares which he/she is entitled to receive upon vesting of the said MClean Shares. Such MClean Shares shall be issued upon allotment and issuance to the SAP Grantee.


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THE SCHEDULE

In addition to By-law 13.1 and not in derogation thereof, the Option Price and the number of MClean Shares relating to the SOS Option so far unvested and/or unexercised and/or relating to a SAP Award in so far as unvested shall from time to time be adjusted by LTIP Committee in accordance with the following relevant provisions in consultation with an Adviser and/or an approved company auditor: (a) If and whenever by reason of any consolidation or subdivision or conversion, the

total number of issued MClean Shares shall be different, then the Option Price and the number of MClean Shares relating to the SOS Option/SAP Award (where applicable) shall be adjusted in accordance with the following formula:

New Option Price = S x Former total number of MClean Shares Revised total number of MClean Shares

where S = existing Option Price Adjusted number of = T x Revised total number of MClean Shares MClean Shares Former total number of MClean Shares where T = existing number of MClean Shares relating to the SOS Option/the SAP Award

Each such adjustment will be effective from the close of business on the Market Day next following the date on which the consolidation or subdivision or conversion becomes effective, or such period as may be prescribed by Bursa Securities.

(b) If whenever the Company shall make any issue of MClean Shares to ordinary

shareholders credited, by way of bonus issue or capitalisation of profits or reserves (whether of a capital or income nature and including any share premium account), the Option Price shall be adjusted by multiplying it by the following fraction:

A A + B

and the adjusted number of MClean Shares relating to the SOS Option to be issued/the additional number of MClean Shares to be vested under the SAP Award shall be calculated as follows:

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Adjusted number of MClean Shares = T x A + B

A where:

A = the aggregate number of issued MClean Shares immediately before such bonus issue or capitalisation issue;

B = the aggregate number of MClean Shares to be issued pursuant to any

allotment to ordinary shareholders credited by way of capitalisation of profits or reserves (whether of a capital or income nature and including any share premium account); and

T = as above.

(c) If and whenever the Company shall make:

(i) a Capital Distribution (as defined below) to ordinary shareholders whether on

a reduction of capital or otherwise (but excluding any cancellation of capital which is lost or unrepresented by available assets); or

(ii) any offer or invitation to its ordinary shareholders whereunder they may

acquire or subscribe for MClean Shares by way of rights; or (iii) any offer or invitation to its ordinary shareholders by way of rights

whereunder they may acquire or subscribe for securities convertible into MClean Shares or securities with rights to acquire or subscribe for MClean Shares,

then and in respect of each such case, the Option Price shall be adjusted by multiplying it by the following fraction:

C - D C

and in respect of the case referred to in Clause (c)(ii) hereof, the adjusted number of MClean Shares comprised in the SOS Option to be issued/the adjusted number of MClean Shares to be vested under a SAP Award shall be calculated as follows:

Adjusted number of MClean Shares = T x C

C – D*

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where: T = as above; C = the 5-day volume weighted average market price of each Share up to

the Market Day immediately preceding the date on which the Capital Distribution or, as the case may be, the offer or invitation is publicly announced to Bursa Securities or (failing any such announcement) immediately preceding the date of the Capital Distribution or, as the case may be, of the offer or invitation; and

D = (i) in the case of an offer or invitation to acquire or subscribe

for MClean Shares by way of rights under Clause (c)(ii) above or for securities convertible into MClean Shares or securities with rights to acquire or subscribe for MClean Shares under Clause (c)(iii) above, the value of rights attributable to one (1) Share (as defined below); or

(ii) in the case of any other transaction falling within Clause (c)

hereof, the fair market value, as determined by the Adviser and/or an approved company auditor, of that portion of the Capital Distribution attributable to one (1) Share.

For the purpose of definition (i) of D above, the “value of rights attributable to one (1) Share” shall be calculated in accordance with the formula:

C - E F + 1

where: C = as C above; E = the subscription consideration for one (1) additional Shares under the

terms of such offer or invitation or Option Price for one (1) additional Share upon conversion of the convertible securities or exercise of such rights to acquire or subscribe for one (1) Shares under the offer or invitation;

F = the number of MClean Shares which it is necessary to hold in order to

be offered or invited to acquire or subscribe for one (1) additional Share or security convertible into rights to acquire or subscribe for one (1) additional Share; and

D* = the value of rights attributable to one (1) Shares (as defined below).

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For the purpose of definition D* above, the “value of rights attributable to one (1) Share” shall be calculated in accordance with the formula:

C - E* F* + 1

where: C = as C above; E* = the Option Price for one (1) additional Share under the terms of such

offer or invitation; and F* = the number of MClean Shares which it is necessary to hold in order to

be offered or invited to acquire or subscribe for one (1) additional Share.

For the purpose of Clause (c) hereof, “Capital Distribution” shall (without prejudice to the generality of that expression) include distributions in cash or specie or by way of issue of MClean Shares (not falling under Clause (b) hereof) or other securities credited by way of capitalisation of profits or reserves (whether of a capital or income nature and including any share premium account). Any dividend declared or provided for by the Company in the accounts of any period shall (whenever paid and howsoever described) be deemed to be a Capital Distribution unless the aggregate dividends declared or provided for the financial year is less than ten per centum (10%) of the nominal value of the MClean Shares. Any dividend charged or provided for in the accounts of any period shall (whenever paid and howsoever described) be deemed to be a Capital Distribution unless it is paid out of the aggregate of the net profits attributable to the ordinary shareholders as shown in the audited consolidated statements of comprehensive income of the Company. Such adjustments will be effective (if appropriate retroactively) from the commencement of the next Market Day following the book closure date for the above transactions.

(d) If and whenever the Company makes an allotment to its ordinary shareholders as

provided in Clause (b) above and also makes an offer or invitation to its ordinary shareholders as provided in Clause (c)(ii) or (iii) above and the book closure date for the purpose of the allotment is also the book closure date for the purpose of the offer or invitation, the Option Price shall be adjusted by multiplying it by the following fraction:

(G x C) + (H x I) (G + H + B) x C

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and where the Company makes an allotment to its ordinary shareholders as provided in Clause (b) above and also makes an offer or invitation to its ordinary shareholders as provided in Clause (c)(ii) above and the entitlement date for the purpose of the allotment is also the book closure date for the purpose of the offer or invitation, the adjusted number of MClean Shares relating to the SOS Option to be issued/MClean Shares to be vested under the SAP Award shall be calculated as follows:

Adjusted number of MClean Shares = T x (G + H* + B) x C (SOS Option) (G x C) + (H* x I*)

Adjusted number of MClean Shares = T x (G + H + B) x C (SAP Award) (G x C) + (H x I) where:

B = as B above; C = as C above; G = the aggregate number of issued MClean Shares on the book closure

date; H = the aggregate number of new MClean Shares under an offer or

invitation to acquire or subscribe for MClean Shares by way of rights or under an offer or invitation by way of rights to acquire or subscribe for securities convertible into MClean Shares or rights to acquire or subscribe for MClean Shares, as the case may be;

H* = the aggregate number of new MClean Shares under an offer or

invitation to acquire or subscribe for MClean Shares by way of rights; I = the Option Price of one (1) additional Share under the offer or

invitation to acquire or subscribe for MClean Shares or the exercise price on conversion of such securities or exercise of such rights to acquire or subscribe for one (1) additional MClean Share, as the case may be;

I* = the Option Price of one (1) additional Share under the offer or

invitation to acquire or subscribe for MClean Shares; and T = as T above. Such adjustment will be effective (if appropriate retroactively) from the commencement of the next Market Day following the book closure date for such issue.

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(e) If and whenever the Company makes any offer or invitation to its ordinary shareholders to acquire or subscribe for MClean Shares as provided in Clause (c)(ii) above together with an offer or invitation to acquire or subscribe for securities convertible into or rights to acquire or subscribe for ordinary shareholders as provided in Clause (c)(iii) above, the Option Price shall be adjusted by multiplying it by the following fraction: (G x C) + (H x I) + (J x K) (G + H + J) x C and the adjusted number of MClean Shares relating to the SOS Option to be issued/MClean Shares to be vested under the SAP Award shall be calculated as follows:

Adjusted number of MClean Shares = T x (G + H*) x C (SOS Option) (G x C) + (H* x I*)

Adjusted number of MClean Shares = T x (G + H + J) x C (SAP Award) (G x C) + (H x I) + (J x K) where:

C = as C above; G = as G above; H = as H above; H* = as H* above; I = as I above; I* = as I* above; J = the aggregate number of MClean Shares to be issued to its ordinary

shareholders upon conversion of such securities or exercise of such rights to subscribe for MClean Shares by the ordinary shareholders;

K = the exercise price on conversion of such securities or exercise of such

rights to acquire or subscribe for one (1) additional MClean Share; and T = as T above.

Such adjustment will be effective (if appropriate retroactively) from the commencement of the next Market Day following the book closure date for the above transactions.

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43

(f) If and whenever the Company makes an allotment to its ordinary shareholders as provided in Clause (b) above and also makes an offer or invitation to acquire or subscribe for MClean Shares to its ordinary shareholders as provided in Clause (c)(ii) above, together with rights to acquire or subscribe for MClean Shares as provided in Clause (c)(iii) above, and the book closure date for the purpose of allotment is also the book closure for the purpose of the offer or invitation, the Option Price shall be adjusted by multiplying it by the following fraction: (G x C) + (H x I) + (J x K) (G + H + J +B) x C And the adjusted number of MClean Shares relating to the SOS Option to be issued/MClean Shares to be vested under the SAP Award shall be calculated as follows:

Adjusted number of MClean Shares = T x (G + H* + B) x C (SOS Option) (G x C) + (H* x I*)

Adjusted number of MClean Shares = T x (G + H + J + B) x C (SAP Award) (G x C) + (H x I) + (J x K) where: B = as B above,

C = as C above; G = as G above; H = as H above; H* = as H* above; I = as I above; I* = as I* above; J = as J above; K = as K above; and T = as T above.

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44

Such adjustment will be effective (if appropriate retroactively) from the commencement of the next Market Day following the books closure date for the above transaction. Each such adjustment will be calculated (if appropriate retroactively) from the close of business on Bursa Securities on the next Market Day following the date on which the issue is announced, or (failing any such announcement) on the next Market Day following the date on which the Company determines the offering price of such MClean Shares. Each such adjustment will be effective (if appropriate retroactively) from the close of the Market Day preceding the date on which the issue is announced or (failing any such announcement) immediately preceding the date on which the Company determined the offering price of such MClean Shares, securities or rights.


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APPENDIX II FURTHER INFORMATION

72

1. DIRECTORS’ RESPONSIBILITY STATEMENT

This Circular 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 having made all reasonable enquiries and to the best of their knowledge and belief, there are no false or misleading statements or information contained in this Circular, and there are no other facts and information the omission of which would make any statement in this Circular false or misleading.

2. CONSENT

TA Securities, being the Adviser for the Proposed LTIP, has given and has not subsequently withdrawn its written consent to the inclusion of its name and all references in the form and context in which they are included in Part A of this Circular.

3. DECLARATIONS OF CONFLICT OF INTERESTS

TA Securities is not aware of any conflict of interest which exists or is likely to exist in its role as the Adviser for the Proposed LTIP.

4. MATERIAL CONTRACTS As at the LPD, the Group has not entered into any contracts which are or may be material (not being contracts entered into in the ordinary course of business of the Group) during the 2 years immediately preceding the date of this Circular other than the following: (a) on 5 June 2015, the Company entered into a conditional share sale agreement (“SSA”) with

Decor for the acquisition of 550,000 ordinary shares of RM1.00 each in DWZ, representing 55% equity interest in DWZ, for a purchase consideration of RM14,094,500 to be fully satisfied through the issuance of 56,378,000 new MClean Shares. The acquisition was completed on 9 October 2015;

(b) on 6 August 2015, MTPL as the tenant accepted a letter of offer dated 18 June 2015 by DBS

Trustee Limited (as a trustee of Mapletree Industrial Trust) as the landlord, for the lease of a property at 2, Woodlands Sector 1 #01-22 Singapore 738068 for a period of 3 years commencing from 1 September 2015 at a monthly rental of SGD57,498.18 for the first year and SGD60,133.92 for the remaining 2 years;

(c) on 21 September 2015, the Company executed a deed poll constituting the terms of the

Warrants 2015/2020; (d) on 22 September 2015, the Company entered into a stakeholder agreement with Decor, DWZ,

and TMF Trustees Malaysia Berhad, upon which the Company and Decor have agreed to deposit 56,378,000 of MClean Shares with the TMF Trustees Malaysia Berhad for the purpose of securing full performance by Decor of all its obligations under the profit guarantee as stated in the SSA;

(e) on 22 September 2015, pursuant to the SSA, the Company entered into a shareholder agreement

with Decor and DWZ to set out the terms governing the relationship between the Company and Decor both as the shareholders of DWZ upon completion of the SSA;

(f) on 19 December 2016, MTM entered into a tenancy agreement with William Cheng (Singapore

Passport No. S0086971F) to rent a 1 ½ storey semi-detached factory bearing the address at No. 32, Jalan Maju 5, Taman Perindustrian Desa Cemerlang, 81800 Ulu Tiram, Johor for 3 years commencing from 1 January 2017 at a monthly rental of RM7,000.00;

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APPENDIX II FURTHER INFORMATION (CONT’D)

73

(g) on 19 December 2016, MTM entered into a tenancy agreement with William Cheng (Singapore Passport No. S0086971F) to rent a 1 ½ storey semi-detached factory bearing the address at No. 34, Jalan Maju 5, Taman Perindustrian Desa Cemerlang, 81800 Ulu Tiram, Johor for 3 years commencing from 1 January 2017 at a monthly rental of RM7,000.00; and

(h) on 30 March 2017, MTWCL entered into a tenancy agreement with Wuxi Xufeng Property Management Co Ltd (无锡叙丰物业管理有限公司) to rent a factory at Block 11-1, No. 1 XiKun Road Wuxi, New District, Wuxi JiangSu, China 214028, for 3 years commencing from 1 April 2017 at a monthly rental of RMB106,578.00.

5. MATERIAL LITIGATION, CLAIMS AND ARBITRATION

Save as disclosed below, as at the LPD, the Group is not engaged in any other material litigation, claims or arbitration, either as plaintiff or defendant, which may materially affect the financial position of the Group. The Board is not aware of any proceedings, pending or threatened, against the Group other than the following:

(a) On 27 October 2016, Petronas Gas Berhad (“PGB”) had brought an action against DWZJ (as

first defendant) and DWZ (as second defendant) (the first and second defendant collectively referred to as the “Defendants”) in the Johor Bahru High Court Suit No. JA-22NCVC-204-10/2016 alleging amongst other that the Defendants were negligent in failing to use reasonable care and skill to operate their factory and treat their industrial effluent properly which resulted in the industrial effluent escaping from the Defendants’ factory and onto PGB’s land (which sits adjacent to the Defendants’ factory). The Defendants’ factory has a pipeline to discharge its waste which runs directly from the factory across PGB’s land and into the river. It is alleged that the said industrial effluent has escape vide leaks in the Defendant’s pipeline and caused damage to PGB’s land and pipeline. PGB also contends that the pipeline running across its land constitute a trespass caused or permitted by the Defendants. Based on the allegations made, PGB is seeking amongst others, the following reliefs:

(i) a declaration that the Defendants had unlawfully and/or wrongfully entered or caused to enter PGB’s land, and constructed or installed an illegal by-pass or illegal fittings;

(ii) a declaration that the Defendants unlawfully and/or wrongfully released and discharged the industrial effluent onto PGB’s land;

(iii) an injunction to restrain the Defendants from entering PGB’s land, installing any piping

structure and discharging any industrial effluent on PGB’s land;

(iv) losses and damages in an estimated amount of RM6,634,305.40 or any other sum deemed reasonable and proper by the court together with interest;

(v) general damages to be assessed;

(vi) aggravated, exemplary punitive damages to be assessed;

(vii) interest at a rate of 5% or any other rate deemed fit and proper by the court on the

judgement sum from the date of judgement until date of full settlement;

(viii) cost; and

(ix) such other relief as the court may deem just.

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PGB had also on 8 December 2016 with regards the same matter filed an interim interlocutory injunction before the Johor Bahru High Court wherein they seek the following reliefs:

(i) an order restraining the Defendants and their employees from entering PGB’s land, installing any piping structure and discharging any industrial effluent on PGB’s land; until the final determination of the suit;

(ii) cost of the interim interlocutory injunction to be paid by the Defendants; and

(iii) such other relief as the court may deem fit and proper.

The interim interlocutory injunction is fixed for hearing on 28 June 2017. At this initial stage of the matter where the parties have yet to exchange documents nor have access to the others’ experts reports, the solicitors for the Defendants are of the opinion that the Defendants have a credible defence. This may however change after the discovery (of facts) stage.

(b) On 10 March 2017 MTPL brought an action against ML Solution Partnership Limited (“ML Solution”) in the Thailand Civil Court under case #192/60. MTPL had been engaged by its customer to provide precision cleaning services on cassette/caddy (“Products”) and MClean had sub-contracted the precision cleaning services works to ML Solution. Due to disputes between MTPL and ML Solution, ML Solution had refused to release the Products back to MClean. The legal suit under case #192/60 was brought by MTPL against ML Solution for the return and release of the Products back to MTPL. On 20 March 2017, MClean has brought another action against ML Solution, Ms Kritsamaporn Srisamer Tan, Ms Pennapa Therjingrit, Ms Prathum Flyn, Mr Tan Boon Ping, L Max Service Partnership, Ms Kai Srisamer, Ms Nittaya Sangyos and Ms Korakot Meephan in the Thailand Civil Court under case #223/60 on the same matter demanding for the compensation of THB41,974,241. Case #192/60 was withdrawn on the same day due to double writ. The hearing for case #223/60 is fixed on 5 June 2017. On 6 March 2017, ML Solution has filed an action against MTPL in the Thailand Civil Court under case #181/60 claiming for THB2,371,854.06 being the outstanding fees owing by MTPL under the sub-contract. MTPL subsequently made a counter claim of THB1,890,000.00 being cost incurred to substitute the Products being withheld by ML Solution. The hearing for case #181/60 is fixed on 27 June 2017. The solicitors of MTPL is of the opinion that MTPL has a very high chance of winning case # 223/60. As for the case #181/60, the solicitors of MTPL is of the opinion that the court may rule in favour of ML Solution.

6. MATERIAL COMMITMENTS

As at the LPD, save as disclosed below, the Board is not aware of any material commitments incurred or known to be incurred by the Company or the Group, which may materially affect the financial position of the Group: As at the LPD

(RM’ 000) Capital commitment for electronic equipment 134

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7. CONTINGENT LIABILITIES

As at the LPD, the Board is not aware of any contingent liabilities incurred or known to be incurred by the Company or the Group, which upon being enforced, may materially affect the financial position of the Group other than those potentially arising from the material litigations set out in Section 5 above as well as the following: Unsecured

As at the LPD Group

(RM’ 000) Company

(RM’ 000) Bank guarantees in favour of the Royal Malaysian Customs Department by DWZ in relation to any taxes, duties, fines, claims and penalties which may be incurred by DWZ pursuant to Customs Act 1967, Goods and Services Tax 2014 and Excise Act 1976.

393 -

Guarantees given to licensed bank for credit facilities granted to subsidiary

- 2,906

8. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the Registered Office at 10th Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250 Kuala Lumpur during normal business hours from 9.00 a.m. to 6.00 p.m. from Mondays to Fridays (excluding public holidays) for the period commencing from the date of this Circular up to and including the date of the forthcoming EGM:

(i) the Company’s Constitution;

(ii) the audited consolidated financial statements of the MClean Group for FYE 31 December

2015 and FYE 31 December 2016, and unaudited consolidated financial results for the 3-month FPE 31 March 2017;

(iii) the letters of consent and conflict of interest as referred to in Sections 2 and 3 above; (iv) the draft By-Laws as set out in Appendix I of this Circular; (v) the material contracts referred to in Section 4 of this Appendix; and (vi) cause papers in respect of the material litigations referred to in Section 5 of this Appendix.





NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting (“EGM”) of MClean Technologies Berhad (“MClean” or the “Company”) will be held at Tawau Room, Auditorium & Convention Center @ The Podium, Ground Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250 Kuala Lumpur on Tuesday, 20 June 2017 at 10.30 a.m. or such time immediately after the conclusion or adjournment (as the case may be) of the Seventh Annual General Meeting to be held at the same venue on the same day at 10.00 a.m., whichever is later, for the purpose of considering and if thought fit to pass the following resolutions, with or without any modifications: ORDINARY RESOLUTION 1 PROPOSED ESTABLISHMENT OF A LONG TERM INCENTIVE PLAN FOR THE ELIGIBLE EMPLOYEES, EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS OF THE COMPANY AND ITS NON-DORMANT SUBSIDIARIES (“PROPOSED LTIP”) “THAT, subject to the approvals of all relevant authorities being obtained for the Proposed LTIP, and to the extent permitted by law and the constitution of the Company, the Board of Directors of the Company (“Board”) be and is hereby authorised to: (i) establish and implement a long term incentive plan, comprising a share option scheme (“SOS”) and a

share award plan (“SAP”), for the benefit of the eligible employees, executive Directors and non-executive Directors (“Non-Executive Directors”) (collectively, “Eligible Persons”) of the Company and its non-dormant subsidiaries who fulfil the eligibility criteria for participation in the Proposed LTIP (“Eligible Persons”), under which awards (“Awards”) comprising such number of SOS options (“Options” or “SOS Options”) to subscribe for ordinary shares in MClean (“MClean Shares” or “Shares”) and/or such number of MClean Shares without any consideration payable (“SAP Awards”) shall be made, which shall be administered by a committee to be appointed by the Board (“LTIP Committee”) in accordance with the by-laws of the Proposed LTIP (“By-Laws”);

(ii) allot and issue such number of new MClean Shares from time to time to the Eligible Persons upon the

exercise of Options and/or vesting of MClean Shares comprised in the SAP Awards, and/or to transfer existing MClean Shares from time to time to the Eligible Persons upon vesting of MClean Shares comprised in the SAP Awards, provided that the aggregate number of MClean Shares which may be awarded under the Proposed LTIP and any other employee share schemes which may be implemented from time to time by MClean shall not exceed 30% of the total number of issued shares of the Company (excluding any treasury shares) at any one time, and that such new MClean Shares shall, upon allotment and issue, rank pari passu in all respects with the then existing MClean Shares, save and except that they will not be entitled to any dividends, rights, allotments and/or other distributions which may be declared, made or paid to shareholders of the Company, the entitlement date of which precedes the date of allotment of the new MClean Shares;

(iii) modify and/or amend the Proposed LTIP, the By-Laws from time to time, provided that such modifications and/or amendments are permitted and are effected in accordance with the provisions of the By-Laws relating to modifications and/or amendments; and

(iv) do all such acts, execute all such documents and to enter into all such transactions, arrangements and agreement, deeds or undertakings and to make such rules or regulations, or impose such terms and conditions or delegate its power as may be necessary or expedient in order to give full effect to the Proposed LTIP and the terms of the By-Laws.

AND THAT the Directors of the Company be and are hereby authorised to give effect to the Proposed LTIP with full power to modify and/or amend the By-Laws from time to time as may be required or deemed necessary in accordance with the provisions of the By-Laws relating to amendments and/or modifications and to assent to any condition, variation, modification and/or amendment as may be necessary or expedient and/or imposed by and/or agreed with the relevant authorities.” ORDINARY RESOLUTION 2 PROPOSED ALLOCATION OF AWARDS TO YEO HOCK HUAT “THAT, subject to the passing of Ordinary Resolution 1, approval be and is hereby given to the Board to authorise the LTIP Committee to award and to grant Yeo Hock Huat, being the Executive Chairman of the Company, from time to time throughout the duration of the Proposed LTIP, such number of SOS Options and/or MClean Shares under the Proposed LTIP. PROVIDED ALWAYS THAT: (i) not more than 10% of the MClean Shares made available under the Proposed LTIP and any other scheme

involving issuance of new MClean Shares to Eligible Persons which may be implemented from time to time by the Company is allocated to Yeo Hock Huat, either singly or collectively through persons connected with him, if he holds 20% or more of the total number of issued shares of the Company (excluding any treasury shares);

(ii) Yeo Hock Huat does not participate in the deliberation or discussion of his own allocation of the number of MClean Shares comprised in the SOS Options and SAP Awards to be offered to him as well as the persons connected with him within the meaning of the Listing Requirements under the Proposed LTIP; and

(iii) the maximum number of MClean Shares to be allocated, in aggregate, to the Directors and senior

management of the Company and its non-dormant subsidiaries as well as persons connected with them shall not exceed 80% of the total number of new MClean Shares to be issued under the Proposed LTIP;

and subject always to such terms and conditions of the By-Laws and/or any adjustment which may be made in accordance with the provisions of the By-Laws and the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”), or any prevailing guidelines issued by Bursa Securities or any other relevant authorities, as amended from time to time. AND THAT approval be and is hereby given to the Board to allot and issue such number of MClean Shares to Yeo Hock Huat, from time to time, pursuant to the exercise of SOS Options and/or vesting of MClean Shares comprised in SAP Awards under the Proposed LTIP.” ORDINARY RESOLUTION 3 PROPOSED ALLOCATION OF AWARDS TO LIM HAN KIAU “THAT, subject to the passing of Ordinary Resolution 1, approval be and is hereby given to the Board to authorise the LTIP Committee to award and to grant Lim Han Kiau, being the Chief Executive Officer/Executive Director of the Company, from time to time throughout the duration of the Proposed LTIP, such number of SOS Options and/or MClean Shares under the Proposed LTIP. PROVIDED ALWAYS THAT: (i) not more than 10% of the MClean Shares made available under the Proposed LTIP and any other scheme

involving issuance of new MClean Shares to Eligible Persons which may be implemented from time to time by the Company is allocated to Lim Han Kiau, either singly or collectively through persons connected with him, if he holds 20% or more of the total number of issued shares of the Company (excluding any treasury shares);

(ii) Lim Han Kiau does not participate in the deliberation or discussion of his own allocation of the number of MClean Shares comprised in the SOS Options and SAP Award to be offered to him as well as the persons connected with him within the meaning of the Listing Requirements under the Proposed LTIP; and



and subject always to such terms and conditions of the By-Laws and/or any adjustment which may be made in accordance with the provisions of the By-Laws and the Listing Requirements, or any prevailing guidelines issued by Bursa Securities or any other relevant authorities, as amended from time to time. AND THAT approval be and is hereby given to the Board to allot and issue such number of MClean Shares to Lim Han Kiau, from time to time, pursuant to the exercise of SOS Options and/or vesting of MClean Shares comprised in SAP Awards under the Proposed LTIP.” ORDINARY RESOLUTION 4 PROPOSED ALLOCATION OF AWARDS TO DATO’ MARK WILLIAM LING LEE MENG “THAT, subject to the passing of the Ordinary Resolution 1, approval be and is hereby given to the Board to authorise the LTIP Committee to award and to grant Dato’ Mark William Ling Lee Meng, being the Senior Independent Non-Executive Director of the Company, from time to time throughout the duration of the Proposed LTIP, such number of MClean Shares under the Proposed LTIP. PROVIDED ALWAYS THAT:

(i) not more than 10% of the MClean Shares made available under the Proposed LTIP and any other scheme

involving issuance of new MClean Shares to Eligible Persons which may be implemented from time to time by the Company is allocated to Dato’ Mark William Ling Lee Meng, either singly or collectively through persons connected with him, if he holds 20% or more of the total number of issued shares of the Company (excluding any treasury shares);

(ii) Dato’ Mark William Ling Lee Meng does not participate in the deliberation or discussion of his own allocation of the number of MClean Shares comprised in the Awards to be offered to him as well as the persons connected with him within the meaning of the Listing Requirements under the Proposed LTIP; and

(iii) the maximum number of MClean Shares to be allocated, in aggregate, to the Directors and senior management of the Company and its non-dormant subsidiaries as well as persons connected with them shall not exceed 80% of the total number of new MClean Shares to be issued under the Proposed LTIP;

and subject always to such terms and conditions of the By-Laws and/or any adjustment which may be made in accordance with the provisions of the By-Laws and the Listing Requirements, or any prevailing guidelines issued by Bursa Securities or any other relevant authorities, as amended from time to time. AND THAT approval be and is hereby given to the Board to allot and issue such number of MClean Shares to Dato’ Mark William Ling Lee Meng, from time to time, pursuant to the exercise of SOS Options and/or vesting of MClean Shares comprised in SAP Awards under the Proposed LTIP.” ORDINARY RESOLUTION 5 PROPOSED ALLOCATION OF AWARDS TO DR HO CHOON HOU “THAT, subject to the passing of the Ordinary Resolution 1, approval be and is hereby given to the Board to authorise the LTIP Committee to award and to grant Dr Ho Choon Hou, being the Independent Non-Executive Director of the Company, from time to time throughout the duration of the Proposed LTIP, such number of MClean Shares under the Proposed LTIP:

PROVIDED ALWAYS THAT:

(i) not more than 10% of the MClean Shares made available under the Proposed LTIP and any other scheme involving issuance of new MClean Shares to Eligible Persons which may be implemented from time to time by the Company is allocated to Dr Ho Choon Hou, either singly or collectively through persons connected with him, if he holds 20% or more of the total number of issued shares of the Company (excluding any treasury shares);

(ii) Dr Ho Choon Hou does not participate in the deliberation or discussion of his own allocation of the number of MClean Shares comprised in the Awards to be offered to him as well as the persons connected with him within the meaning of the Listing Requirements under the Proposed LTIP; and


and subject always to such terms and conditions of the By-Laws and/or any adjustment which may be made in accordance with the provisions of the By-Laws and the Listing Requirements, or any prevailing guidelines issued by Bursa Securities or any other relevant authorities, as amended from time to time. AND THAT approval be and is hereby given to the Board to allot and issue such number of MClean Shares to Dr Ho Choon Hou, from time to time, pursuant to the exercise of SOS Options and/or vesting of MClean Shares comprised in SAP Awards under the Proposed LTIP.” ORDINARY RESOLUTION 6 PROPOSED ALLOCATION OF AWARDS TO PANG KONG CHEK “THAT, subject to the passing of the Ordinary Resolution 1, approval be and is hereby given to the Board to authorise the LTIP Committee to award and to grant Pang Kong Chek, being the Independent Non-Executive Director of the Company, from time to time throughout the duration of the Proposed LTIP, such number of MClean Shares under the Proposed LTIP. PROVIDED ALWAYS THAT:


involving issuance of new MClean Shares to Eligible Persons which may be implemented from time to time by the Company is allocated to Pang Kong Chek, either singly or collectively through persons connected with him, if he holds 20% or more of the total number of issued shares of the Company (excluding any treasury shares);

(ii) Pang Kong Chek does not participate in the deliberation or discussion of his own allocation of the number of MClean Shares comprised in the Awards to be offered to him as well as the persons connected with him within the meaning of the Listing Requirements under the Proposed LTIP; and


and subject always to such terms and conditions of the By-Laws and/or any adjustment which may be made in accordance with the provisions of the By-Laws and the Listing Requirements, or any prevailing guidelines issued by Bursa Securities or any other relevant authorities, as amended from time to time. AND THAT approval be and is hereby given to the Board to allot and issue such number of MClean Shares to Pang Kong Chek, from time to time, pursuant to the exercise of SOS Options and/or vesting of MClean Shares comprised in SAP Awards under the Proposed LTIP.”

ORDINARY RESOLUTION 7 PROPOSED ALLOCATION OF AWARDS TO YEO SEOW LAI “THAT, subject to the passing of the Ordinary Resolution 1, approval be and is hereby given to the Board to authorise the LTIP Committee to award and to grant Yeo Seow Lai, being the Non-Independent Non-Executive Director of the Company, from time to time throughout the duration of the Proposed LTIP, such number of MClean Shares under the Proposed LTIP. PROVIDED ALWAYS THAT:


involving issuance of new MClean Shares to Eligible Persons which may be implemented from time to time by the Company is allocated to Yeo Seow Lai, either singly or collectively through persons connected with her, if she holds 20% or more of the total number of issued shares of the Company (excluding any treasury shares);

(ii) Yeo Seow Lai does not participate in the deliberation or discussion of her own allocation of the number of MClean Shares comprised in the Awards to be offered to her as well as the persons connected with her within the meaning of the Listing Requirements under the Proposed LTIP; and


and subject always to such terms and conditions of the By-Laws and/or any adjustment which may be made in accordance with the provisions of the By-Laws and the Listing Requirements, or any prevailing guidelines issued by Bursa Securities or any other relevant authorities, as amended from time to time. AND THAT approval be and is hereby given to the Board to allot and issue such number of MClean Shares to Yeo Seow Lai, from time to time, pursuant to the exercise of SOS Options and/or vesting of MClean Shares comprised in SAP Awards under the Proposed LTIP.” ORDINARY RESOLUTION 8 PROPOSED ALLOCATION OF AWARDS TO YEO LIAN CHENG “THAT, subject to the passing of the Ordinary Resolution 1, approval be and is hereby given to the Board to authorise the LTIP Committee to award and to grant Yeo Lian Cheng, being the Group Human Resource/Administration cum Data Protection Officer of MClean Precision Pte Ltd (formerly known as Magnetronics Technology Pte Ltd), a wholly-owned subsidiary of MClean, who are also person connected with the director of the Company, from time to time throughout the duration of the Proposed LTIP, such number of MClean Shares under the Proposed LTIP. PROVIDED ALWAYS THAT: (i) not more than 10% of the MClean Shares made available under the Proposed LTIP and any other scheme

involving issuance of new MClean Shares to Eligible Persons which may be implemented from time to time by the Company is allocated to Yeo Lian Cheng, either singly or collectively through persons connected with her, if she holds 20% or more of the total number of issued shares of the Company (excluding any treasury shares);

(ii) Yeo Lian Cheng does not participate in the deliberation or discussion of her own allocation of the

number of MClean Shares comprised in the SOS Options and SAP Awards to be offered to her as well as the persons connected with her within the meaning of the Listing Requirements under the Proposed LTIP; and



and subject always to such terms and conditions of the By-Laws and/or any adjustment which may be made in accordance with the provisions of the By-Laws and the Listing Requirements, or any prevailing guidelines issued by Bursa Securities or any other relevant authorities, as amended from time to time. AND THAT approval be and is hereby given to the Board to allot and issue such number of MClean Shares to Yeo Lian Cheng, from time to time, pursuant to the exercise of SOS Options and/or vesting of MClean Shares comprised in SAP Awards under the Proposed LTIP.” ORDINARY RESOLUTION 9 PROPOSED ALLOCATION OF AWARDS TO LIM CHOON GEOK “THAT, subject to the passing of the Ordinary Resolution 1, approval be and is hereby given to the Board to authorise the LTIP Committee to award and to grant Lim Choon Geok, being the Head of Finance/Administration of MClean Precision Pte Ltd (formerly known as Magnetronics Technology Pte Ltd), a wholly-owned subsidiary of MClean, who are also person connected with the director of the Company, from time to time throughout the duration of the Proposed LTIP, such number of MClean Shares under the Proposed LTIP. PROVIDED ALWAYS THAT: (i) not more than 10% of the MClean Shares made available under the Proposed LTIP and any other scheme

involving issuance of new MClean Shares to Eligible Persons which may be implemented from time to time by the Company is allocated to Lim Choon Geok, either singly or collectively through persons connected with her, if she holds 20% or more of the total number of issued shares of the Company (excluding any treasury shares);

(ii) Lim Choon Geok does not participate in the deliberation or discussion of her own allocation of the

number of MClean Shares comprised in the SOS Options and SAP Awards to be offered to her as well as the persons connected with her within the meaning of the Listing Requirements under the Proposed LTIP; and



and subject always to such terms and conditions of the By-Laws and/or any adjustment which may be made in accordance with the provisions of the By-Laws and the Listing Requirements, or any prevailing guidelines issued by Bursa Securities or any other relevant authorities, as amended from time to time. AND THAT approval be and is hereby given to the Board to allot and issue such number of MClean Shares to Lim Choon Geok, from time to time, pursuant to the exercise of SOS Options and/or vesting of MClean Shares comprised in SAP Awards under the Proposed LTIP.” ORDINARY RESOLUTION 10 PROPOSED RENEWAL OF THE EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED RENEWAL MANDATE”) “THAT, subject to the provisions of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company and/or its subsidiary companies (“Group”) be and are hereby authorised to enter into and give effect to the recurrent related party transactions of a revenue or trading nature with the related party as set out in Section 2.3 of Part B of the Circular to Shareholders dated 5 June 2017 (“Related Party”) provided that such transactions are: (a) necessary for the day-to-day operations;

(b) undertaken in the ordinary course of business and at arm’s length basis and on normal commercial terms

which are not more favourable to the Related Party than those generally available to the public; and

(c) are not prejudicial to the minority shareholders of the Company. THAT such approval shall continue to be in force until:- (a) the conclusion of the Eighth Annual General Meeting (“AGM”) of the Company following this EGM at

which the Proposed Renewal Mandate is passed, at which time it will lapse unless the authority is renewed by a resolution passed at the Eighth AGM;

(b) the expiration of the period within which the Eighth AGM after that date is required to be held pursuant to Section 340(1) and (2) of the Companies Act 2016 (“Act”) (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or

(c) revoked or varied by resolution passed by shareholders in a general meeting, whichever is the earliest; AND THAT the Directors of the Company be hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed Renewal Mandate.” ORDINARY RESOLUTION 11

PROPOSED NEW SHAREHOLDERS’ MANDATE FOR ADDITIONAL RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED NEW MANDATE”) “THAT, subject to the provisions of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the Group be and are hereby authorised to enter into and give effect to the recurrent related party transactions of a revenue or trading nature with the related party as set out in Section 2.4 of Part B of the Circular to Shareholders dated 5 June 2017 provided that such transactions are: (a) necessary for the day-to-day operations;

(b) undertaken in the ordinary course of business and at arm’s length basis and on normal commercial terms

which are not more favourable to the Related Party than those generally available to the public; and

(c) are not prejudicial to the minority shareholders of the Company. THAT such approval shall continue to be in force until:- (a) the conclusion of the Eighth AGM of the Company following this EGM at which the Proposed New

Mandate is passed, at which time it will lapse unless the authority is renewed by a resolution passed at the Eighth AGM;

(b) the expiration of the period within which the Eighth AGM after that date is required to be held pursuant to Section 340(1) and (2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or

(c) revoked or varied by resolution passed by shareholders in a general meeting, whichever is the earliest;

AND THAT the Directors of the Company be hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed New Mandate.” By Order of the Board Ng Sally (MAICSA 7060343) Teo Mee Hui (MAICSA 7050642) Company Secretaries Kuala Lumpur 5 June 2017 Notes: 1. A member may appoint up to two (2) proxies to attend and vote at the meeting. If a member appoints more than one (1)

proxy, the appointments shall be invalid unless he / she specifies the proportions of his/ her shareholding to be represented by each proxy. A proxy may but need not be a member of the Company. If the proxy is not a member, the proxy need not be an advocate, an approved company auditor or a person approved by the Registrar of Companies. There shall be no restriction as to the qualification of the proxy.

2. Every member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote for him / her but his / her attendance will automatically revoke the proxy’s authority. However, where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) 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.

4. The instrument appointing a proxy shall be in writing (in common or usual form) under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under the corporation’s seal or under the hand of an officer or attorney duly authorised.

5. The instrument appointing a proxy must be deposited at the office of the Company’s Share Registrar, Symphony Share Registrars Sdn Bhd at Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan at least 48 hours before the time for holding the meeting or any adjournment thereof.

6. The Date of Record of Depositors for the purpose of determining members’ entitlement to attend, vote and speak at the meeting is 14 June 2017.

MCLEAN TECHNOLOGIES BERHAD (893631-T)

(Incorporated in Malaysia)

PROXY FORM Number of Shares Held

CDS Account no.

*I/We ……………………………………………………………………………………………………………………………. of ........................................................................................................................................................................................................... being a Member(s) of MCLEAN TECHNOLOGIES BERHAD (893631-T), hereby appoint …………….…………………………………………………………………………………………………………….. NRIC No./ Passport No./Company No.:…………………………………….of…………………………………….…………... ……………………………………………………………………………………………………………………….…………... or failing him/her ……………………………………………………………………………………………………..…………… NRIC No./ Passport No./Company No.: ………………………………of……………………………… …………………………………………………………………………………………………………..………………………… or failing him/her, *the Chairman of the meeting as *my/our proxy to vote for *me/us on *my/our behalf at the Extraordinary General Meeting of the Company to be held at Tawau Room, Auditorium & Convention Center @ The Podium, Ground Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250 Kuala Lumpur on Tuesday, 20 June 2017 at 10.30 a.m. or such time immediately after the conclusion or adjournment (as the case may be) of the Seventh Annual General Meeting to be held at the same venue on the same day at 10.00 a.m., whichever is later and to vote as indicated below:

Ordinary Resolutions For Against 1 Proposed LTIP 2 Proposed Allocation of Awards to Yeo Hock Huat 3 Proposed Allocation of Awards to Lim Han Kiau 4 Proposed Allocation of Awards to Dato’ Mark William Ling Lee Meng 5 Proposed Allocation of Awards to Dr Ho Choon Hou 6 Proposed Allocation of Awards to Pang Kong Chek 7 Proposed Allocation of Awards to Yeo Seow Lai 8 Proposed Allocation of Awards to Yeo Lian Cheng 9 Proposed Allocation of Awards to Lim Choon Geok 10 Proposed Renewal Mandate 11 Proposed New Mandate

Please indicate with an “x” in the space provided above on how you wish your vote to be cast on the resolutions specified in the notice of the meeting. If you do not do so, the proxy/proxies will vote, or abstain from voting as he/they may think fit.

The proportions of my/our shareholding to be represented by the proxies appointed by the authorized nominee (if appoint more than 1 proxy) are as follows:-

First Proxy % Second Proxy % 100%

In case of a vote taken by a show of hands, the First Proxy shall vote on our behalf.

*Delete if not applicable.

Dated this....…...... day of ….….…................ 2017 ………….…….……….………............….. Signature of Member/Common Seal Notes:

1. A member may appoint up to two (2) proxies to attend and vote at the meeting. If a member appoints more than one (1) proxy, the appointments shall be invalid unless he / she specifies the proportions of his/ her shareholding to be represented by each proxy. A proxy may but need not be a member of the Company. If the proxy is not a member, the proxy need not be an advocate, an approved company auditor or a person approved by the Registrar of Companies. There shall be no restriction as to the qualification of the proxy.

2. Every member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote for him / her but his / her attendance will automatically revoke the proxy’s authority. However, where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) 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.

4. The instrument appointing a proxy shall be in writing (in common or usual form) under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under the corporation’s seal or under the hand of an officer or attorney duly authorised.

5. The instrument appointing a proxy must be deposited at the office of the Company’s Share Registrar, Symphony Share Registrars Sdn Bhd at Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan at least 48 hours before the time for holding the meeting or any adjournment thereof.

6. The Date of Record of Depositors for the purpose of determining members’ entitlement to attend, vote and speak at the meeting is 14 June 2017. ✄

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AFFIX STAMP

The Share Registrar

MCLEAN TECHNOLOGIES BERHAD Symphony Share Registrars Sdn Bhd

Level 6, Symphony House Pusat Dagangan Dana 1

Jalan PJU 1A/46 47301 Petaling Jaya

Selangor Darul Ehsan

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AFFIXSTAMP

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Documents

McLean Technologies Berhad - listed company