UMW OIL & GAS CORPORATION BERHAD - ChartNexusir.chartnexus.com/umw-oilgas/doc/ar/UMW-OG RRPT Circular... · 2015. 4. 28. · The above Proposal will be tabled as Special Busi ness

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

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

Bursa Malaysia Securities Berhad 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.

Shareholders should rely on their own evaluation to assess the merits and risks of the Proposal as set out herein.

UMW OIL & GAS CORPORATION BERHAD (Company No. 878786-H)

(Incorporated in Malaysia under the Companies Act, 1965)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

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

(Ordinary Resolution 7)

AND

EXTRACT OF THE NOTICE OF 5TH ANNUAL GENERAL MEETING

The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 5th Annual General Meeting (“AGM”) to be held at Nexus 1 and 2, Level 3A, Connexion@Nexus, No. 7, Jalan Kerinchi, Bangsar South City, 59200 Kuala Lumpur on Tuesday, 19 May 2015 at 10:00 a.m.The Notice of the 5th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2014.

If you are unable to attend and vote at the meeting, you may complete the Form of Proxy and deposit it at the Share Registrar’s office at Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan, not later than forty-eight (48) hours before the time set for holding the meeting. The lodging of the Form of Proxy does not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.

Last date and time for lodging the Form of Proxy ………………………. Sunday, 17 May 2015 at 10:00 a.m. Date and time of the AGM ……………………………………………….Tuesday, 19 May 2015 at 10:00 a.m.

This Circular is dated 27 April 2015








IN RELATION TO



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ii

DEFINITIONS

ii

In this Circular and the accompanying appendix, the following words and abbreviations shall have the following meanings unless otherwise stated:-

“Act” : The Companies Act, 1965 as amended from time to time and any re-enactment thereof.

“AGM” : Annual General Meeting.

“Annual Report 2014” : Annual Report of the Company issued for the FYE 31 December 2014.

“ASB” : Skim Amanah Saham Bumiputera, a fund managed by Permodalan Nasional Berhad.

“Board” : The Board of Directors of the Company.

“Bursa Securities” or “Exchange”

: Bursa Malaysia Securities Berhad.

“Company Share(s)” or “Shares”

: Ordinary Share(s) of RM0.50 each in the Company.

“Cornerstone Investors” : Collectively, AmCorp Group Berhad, Eastspring Investments Berhad, EPF, Caprice Capital International Ltd, CIMB-Principal Asset Management Berhad, FIL Investment Management (Hong Kong) Limited, Fullerton Fund Management Company Ltd, GuoLine Capital Limited, Great Eastern Life Assurance (Malaysia) Berhad, Hong Leong Asset Management Berhad, Hong Leong Assurance Berhad, Hong Leong Fund Management Sdn Bhd, Hwang Investment Management Berhad, JF Asset Management Limited, Kumpulan Wang Persaraan (Diperbadankan), Lembaga Tabung Haji, MKL Wealth Sdn Bhd, Nomura Asset Management Malaysia Sdn Bhd, Permodalan Nasional Berhad, Tan Sri Abdul Rashid Hussain and Tan Sri Dato’ Chua Ma Yu.

“Director” or “Directors” : Shall have the meaning given in Section 2(1) of the Capital Markets and Services Act, 2007 and for purposes of the Proposal, includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a Director of the Company or its subsidiary or holding company or a chief executive of the Company, its subsidiary or holding company.

“EPF” : Employees Provident Fund Board.

“Existing Shareholders’ Mandate”

: The shareholders’ mandate for the Group to enter into RRPTs (as defined herein) of a revenue or trading nature with the Related Parties, for which approval from the shareholders was previously obtained during the 4th AGM held on 16 June 2014 and such authority shall expire at the conclusion of the 5th AGM.

“Financial Limit Authority Guidelines” or “FLAG”

: A standardised authority limit approved by the Board on 11 September 2013 and revised on 19 May 2014, which sets out the respective authority limits, including those reserved for the Board’s approval and those which the Board may delegate to the Board committees, the President, the management committee and management.

“FYE” : Financial Year Ended / Ending

“Group” : Collectively, the Company and its subsidiaries

“Initial Public Offering” or “IPO” : Collectively, the Institutional Offering and Retail Offering.

iii

DEFINITIONS

iii

“Institutional Offering”

“Institutional Price”

:

:

Offering of up to 648,600,000 IPO Shares at the Institutional Price, subject to the clawback and reallocation provisions and the Over-allotment Option, to the following:

(i) Malaysian institutional and selected investors including Bumiputera investors approved by the Ministry of International Trade and Industry, Malaysia; and

(ii) foreign institutional and selected investors outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933.

Price per IPO Share paid by investors pursuant to the Institutional Offering which was determined on the price determination date as defined in the Prospectus.

“Internal Reorganisation” : Collectively, the transfer of the Company from being held by UMW Oil & Gas Berhad to directly being held by UMWH, the subscription of Shares by UMWH, the acquisitions of the subsidiaries and associate of the Company, and the settlement of amounts owing by the Group to the companies within the UMWH Group (other than companies within the Group).

“IPO Share(s)” : Collectively, the Offer Share(s) and the Issue Share(s). “Issue Share(s)” : New Shares issued by the Company pursuant to the Public Issue as defined

in the Prospectus. “Listing Requirements” : Main Market Listing Requirements of Bursa Securities, including any

amendment(s) thereto that may be made from time to time.

“LPD” : 31 March 2015, being the latest practicable date prior to the printing of this Circular.

“Major Shareholder” or “Major Shareholders”

: Means a person who has an interest or interests in one or more voting shares in the Company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is:-

(i) 10% or more of the aggregate of the nominal amounts of all the voting shares in the Company; or

(ii) 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.

For the purpose of this definition, “interest in shares” shall have the meaning given in Section 6A of the Act.

For the purposes of the Proposal, Major Shareholder(s) includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a major shareholder of the Company or any other corporation which is its subsidiary or holding company.

“OCTG” : Oil Country Tubular Goods.

“Offer for Sale” : Offer for sale of shares by UMWH of up to 231,380,000 Offer Shares (before the Over-allotment Option) pursuant to the listing exercise of the Company.

“Offer Share(s)” : Shares that were offered by UMWH pursuant to the Offer for Sale.

“Over-allotment Option” : Over-allotment Option as set out in Section 4.3.4 of the Prospectus granted by UMWH to the stabilising manager (on behalf of the placement managers).

iv

DEFINITIONS

iv

“Person Connected” : In relation to a Director or a Major Shareholder, means such person who falls under any one (1) of the following categories:

(i) a family member of the Director or Major Shareholder;

(ii) a trustee of a trust (other than a trustee for a share scheme for employee or pension scheme) under which the Director, Major Shareholder or a family member of the Director or Major Shareholder, is the sole beneficiary;

(iii) a partner of the Director, Major Shareholder or a partner of a person connected with that Director or Major Shareholder;

(iv) a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder;

(v) a person in accordance with whose directions, instructions or wishes the Director or Major Shareholder is accustomed or is under an obligation, whether formal or informal, to act;

(vi) a body corporate or its Directors which/who is/are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder;

(vii) a body corporate or its Directors whose directions, instructions or wishes the Director or Major Shareholder is accustomed or under an obligation, whether formal or informal, to act;

(viii) a body corporate in which the Director, Major Shareholder or persons connected with him are entitled to exercise, or control the exercise of, not less than 15% of the votes attached to voting shares in the body corporate; or

(ix) a body corporate which is a related corporation.

“Prospectus”

“Proposal” or “Proposed Renewal of the Existing Shareholders’ Mandate”

“Related Party” or “Related Parties”

“Retail Offering”

:

:

:

:

Prospectus of the Company dated 3 October 2013 in relation to the IPO.

Proposed renewal of the Existing Shareholders’ Mandate for RRPTs to be entered into by the Group from the date of the forthcoming AGM until the next AGM.

Director(s), Major Shareholder(s) or person(s) connected with such Director(s) or Major Shareholder(s). For the purpose of the Proposal, the Related Parties are set out in Section 1.3 herein.

Offering of 194,580,000 IPO Shares at the Retail Price, subject to the clawback and reallocation provisions, to the following:

(i) eligible directors and employees of the Group;

(ii) eligible directors and employees of the UMWH Group;

(iii) entitled shareholders of UMWH; and

(iv) Malaysian Public (as defined in the Prospectus).

v

DEFINITIONS

v

“Retail Price” : Initial price of RM2.80 per Issue Share fully paid upon application pursuant to the Retail Offering, subject to adjustment as detailed in Section 4.5.1 of the Prospectus.

“RM” and “sen” : Ringgit Malaysia and sen, respectively.

“RRPT(s)”

“SDSD”

“SGD”

:

:

:

Recurrent related party transaction(s) of a revenue or trading nature, which are necessary for the Group’s day-to-day operations and are entered into by the Company and/or its subsidiaries in the ordinary course of business of the Group.

S.D. Standard Drilling Plc.

Singapore Dollar.

“UMWC” : UMW Corporation Sdn. Bhd. “UMW Petropipe” : UMW Petropipe (L) Ltd. “UMW-OG” or “the Company” : UMW Oil & Gas Corporation Berhad.

“UMWH Group” : UMWH and its subsidiaries.

“UMWH” : UMW Holdings Berhad. Subsidiaries “UJD” : UMW JDC Drilling Sdn. Bhd.

“UMV” : UMW Malaysian Ventures Sdn. Bhd.

“USV” : UMW Singapore Ventures Pte Ltd.

“URA” : UMW Rig Asset (L) Ltd.

“UWO” : UMW Workover Sdn Bhd.

“UOD” : UMW Offshore Drilling Sdn Bhd.

“UDC” : UMW Drilling Co. Ltd.

“UD2” : UMW Drilling 2 (L) Ltd. (formerly known as UMW Naga Two (L) Ltd)

“UD3” : UMW Drilling 3 (L) Ltd. (formerly known as UMW Naga Three (L) Ltd)

“UD4” : UMW Drilling 4 (L) Ltd.





“UDA” : UMW Drilling Academy Sdn Bhd.

“US-1” : UMW Standard 1 Pte Ltd.

“US-3” : UMW Standard 3 Pte Ltd.

vi

DEFINITIONS

vi

“ODB” : Offshore Driller B324 Ltd.

“OD4” : Offshore Driller 4 Ltd.

“UOS” : UMW Oilpipe Services Sdn Bhd.

“UOS-TK” : UMW Oilpipe Services (Turkmenistan) Ltd.

“UOS-TJ” : UMW Oilfield Services (Tianjin) Co., Limited.

“UOT” : UOT (Thailand) Limited.

Associate “OTT” : Oil-Tex (Thailand) Company Limited.

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 stated.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

vii

vii

CONTENTS

LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSAL:-

INTRODUCTION……………………………………………………………………………………… 1

1.0 DETAILS OF THE PROPOSED RENEWAL OF THE EXISTING SHAREHOLDERS’ MANDATE

1.1 Provisions of the Main Market Listing Requirements…………………………………………. 2 1.2 Principal Activities of the Group………………………………………………………………... 3 1.3 Classes and Nature of the RRPTs……………………………………………………………. 4 1.4 Amount Due and Owing to the Group by Related Parties…………………………………… 7 1.5 Review Procedures for the RRPTs…………………………………………………………… 7 1.6 Statement by the Board Audit Committee……………………………………………………. 8 1.7 Rationale……………………………………………………………………………………….. 8

2.0 INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH DIRECTORS/ MAJOR SHAREHOLDERS…………………………………. 8

3.0 APPROVALS REQUIRED…………………………………………………………………………… 9

4.0 DIRECTORS’ RECOMMENDATION………………………………………………………………... 9

5.0 5TH AGM ..……………………………………………………………….................................................. 9

6.0 FURTHER INFORMATION…………………………………………………………………………... 9

APPENDIX I……………………………………………………………………………………………………... 10

EXTRACT OF NOTICE OF THE 5TH ANNUAL GENERAL MEETING …………………………………...... 14

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

1

1



Registered office: Level 18, Block 3A, Plaza Sentral

Jalan Stesen Sentral 5 50470 Kuala Lumpur

27 April 2015

Directors:-

Tan Sri Asmat bin Kamaludin (Chairman / Non-Independent Non-Executive Director) Rohaizad bin Darus (President / Executive Director) Datuk Syed Hisham bin Syed Wazir (Non-Independent Non-Executive Director) Dr. Leong Chik Weng (Non-Independent Non-Executive Director) Razalee bin Amin (Independent Non-Executive Director) Dato’ Afifuddin bin Abdul Kadir (Independent Non-Executive Director) Cheah Tek Kuang (Independent Non-Executive Director)Dato’ Ibrahim bin Marsidi (Independent Non-Executive Director) Fina Norhizah binti Hj Baharu Zaman (Independent Non-Executive Director)

To: The Shareholders of UMW Oil & Gas Corporation Berhad

Dear Sir/Madam,

PROPOSED RENEWAL OF THE EXISTING SHAREHOLDERS’ MANDATE

INTRODUCTION

At the 4th Annual General Meeting of the Company held on 16 June 2014, the Company obtained Shareholders’ approval for the Existing Shareholders’ Mandate for the Group to enter into recurrent related party transactions of a revenue or trading nature with the Related Parties which are necessary for the day-to-day operations of the Group, the details of which were set out in the Circular to Shareholders dated 26 May 2014.

The Existing Shareholders’ Mandate will expire at the conclusion of the forthcoming 5th AGM to be held on 19 May 2015, unless the mandate is renewed at the forthcoming 5th AGM of the Company.

On 26 March 2015, the Company has announced to Bursa Securities, the Company’s intention to seek approval of its shareholders for the Proposed Renewal of the Existing Shareholders’ Mandate at the forthcoming 5th AGM to be convened on Tuesday, 19 May 2015.

The purpose of this Circular is to provide you with details of the Proposal and to seek your approval for the ordinary resolution pertaining to the Proposal under the agenda of Special Business as set out in the Annual Report 2014 to be tabled at the forthcoming AGM. The Notice of the 5th AGM together with the Form of Proxy are enclosed in the Annual Report 2014.

SHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ AND CONSIDER THE CONTENTS OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSAL AT THE FORTHCOMING AGM.

2

2

1.0 DETAILS OF THE PROPOSED RENEWAL OF THE EXISTING SHAREHOLDERS’ MANDATE

1.1 Provisions of the Main Market Listing Requirements

Pursuant to Paragraph 10.09(2) of the Listing Requirements, a listed issuer may seek a mandate from its shareholders for RRPTs subject to 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 below in relation to a listed issuer with an issued and paid-up capital of RM60 million and above:

(a) the consideration, value of the assets, capital outlay or costs of the RRPTs is RM1 million or more; or

(b) the percentage ratio of such RRPTs is 1% or more of the thresholds prescribed under Paragraph 10.02 (g) of the Listing Requirements,

whichever is the higher;

(iii) the listed issuer’s circular to shareholders for the shareholders’ mandate includes the information as may be prescribed by the Exchange. The draft circular must be submitted to the Exchange together with a checklist showing compliance with such information;

(iv) in a meeting to obtain shareholders’ mandate, the interested Director, interested Major Shareholder or interested person connected with a Director or Major Shareholder, and where it involves the interest of an interested person connected with a Director or Major Shareholder, such Director or Major Shareholder, must not vote on the resolution approving the transactions. An interested Director or interested Major Shareholder must ensure that persons connected with him abstain from voting on the resolution approving the transactions; and

(v) the listed issuer immediately announces to the Exchange when the actual value of a RRPT entered into by the listed issuer, 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 the Exchange in its announcement.

The authority to be conferred pursuant to the Proposal, if approved by the shareholders, shall take effect from the passing of the ordinary resolution proposed at the forthcoming AGM and shall continue to be in force until:

(i) the conclusion of the next AGM of the Company following the general meeting at which such mandate was passed, at which time it will lapse, unless by a resolution passed in a general meeting, the authority is renewed; or

(ii) the expiration of the period within which the next AGM after that date is required to be held pursuant to Section 143(1) of the Act (but must not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

(iii) revoked or varied by a resolution passed by the shareholders of the Company in a general meeting,

whichever is the earlier.

Accordingly, your Board proposes to seek the shareholders’ approval for the Proposed Renewal of the Existing Shareholders’ Mandate. The Proposal will allow the Group, in the normal course of business, to enter into the RRPTs referred to in Section 1.3 with the Related Parties, provided that such transactions are made at arm’s length, on the Group’s normal commercial terms and on terms not more favourable to the Related Party than those generally available to the public and are not to the detriment of the minority shareholders of the Group.

3

3

1.2 Principal Activities of the Group

The principal activity of the Company is to carry on the business of an investment holding company and to provide full corporate management, administrative and professional services as well as financial support to its subsidiaries. The principal activities of its subsidiaries and associate company as at 31 March 2015 are as follows:

Subsidiaries Name Principal activities Effective

equity interest

UJD Provision of drilling operations for the oil and gas industry. 85%

UMV Investment holding. 100%

USV Investment holding. 100%

URA Investment holding. 100%

UWO Provision of workover operations for the oil and gas industry. 100%

UOD Contract offshore drilling business and operations and other engineering services for oil and gas exploration, development and production in Malaysia and overseas.

100%

UDC Ownership and leasing of rig. 100%

UD2 Ownership and leasing of rig. 100%







UDA Provision of trainings and courses in relation to oil and gas drilling activities. 100%

US-1 Ownership and leasing of rig. 100%

UOS Provision of threading, inspection, repair and maintenance services for OCTG. 100%

UOS-TK Provision of threading, inspection, repair and maintenance services for OCTG. 51%

UOS-TJ Provision of threading, inspection, repair and maintenance services for OCTG. 100%

UOT Provision of threading, inspection, repair and maintenance services for OCTG. 58.8%

US-3 Dormant. 100%

ODB Dormant. 100%

OD4 Dormant. 100%

Associate OTT Provision of logistic services for the oil and gas industry. 20%

It is envisaged that, in the normal course of the Group’s businesses, transactions of a revenue or trading nature between companies in the Group and the Related Parties are likely to occur, which are necessary for its day-to-day operations.

4

4

1.3

Clas

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re o

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oods

and

ser

vices

(12) w

hich

in

clude

s lin

epip

es b

y th

e G

roup

from

UM

WH

Gro

up

AS

B (1

)

EP

F (2

)

U

MW

H (3

)

Ta

n Sr

i Asm

at b

in

Kam

alud

in (4

)

D

atuk

Sye

d H

isham

bin

Sy

ed W

azir

(5)

D

r. Le

ong

Chi

k W

eng

(6)

1,79

4,81

8 5,

000,

000

5,00

0,00

0

6

6

Not

es:-

*

Be

ing

the

LPD

.

**

Th

e es

timat

ed v

alue

s as

set

out

abo

ve a

re b

ased

on

Man

agem

ent’s

est

imat

es o

f the

val

ue o

f tra

nsac

tions

to b

e un

derta

ken

for t

he p

erio

d fro

m th

e fo

rthco

min

g AG

M to

the

next

AG

M. H

owev

er, t

he v

alue

of t

rans

actio

ns m

ay b

e su

bjec

t to

chan

ges.

Disc

losu

res

will

be m

ade

in th

e An

nual

Rep

ort o

f the

Com

pany

for t

he F

YE 3

1 D

ecem

ber 2

015

of

the

aggr

egat

e va

lue

of tr

ansa

ctio

ns c

onte

mpl

ated

as

requ

ired

unde

r Par

agra

ph 3

.1.5

of P

ract

ice N

ote

12 o

f the

List

ing

Req

uire

men

ts.

(1

)

ASB

is a

Maj

or S

hare

hold

er o

f UM

WH

, hav

ing

equi

ty in

tere

st o

f 425

,000

,000

sha

res

(36.

38%

) as

at L

PD.

(2)

EP

F is

a M

ajor

Sha

reho

lder

of U

MW

H, h

avin

g eq

uity

inte

rest

of 1

93,5

92,1

93 s

hare

s (1

6.57

%),

held

via

sev

eral

nom

inee

s ac

coun

ts a

s at

LPD

.

(3)

U

MW

H is

a M

ajor

Sha

reho

lder

of t

he C

ompa

ny. U

MW

C is

who

lly-o

wne

d by

UM

WH

. U-T

rave

lWid

e Sd

n Bh

d is

a w

holly

-ow

ned

subs

idia

ry o

f UM

WC

.

(4)

Ta

n Sr

i Asm

at b

in K

amal

udin

is d

eem

ed in

tere

sted

by

virtu

e of

his

dire

ctor

ship

s in

the

Com

pany

and

UM

WH

. He

is al

so a

dire

ctor

of U

MW

C. H

e ho

lds

less

than

0.1

% in

dire

ct

equi

ty in

tere

st in

UM

WH

.

(5)

D

atuk

Sye

d H

isham

bin

Sye

d W

azir

is de

emed

inte

rest

ed b

y vir

tue

of h

is di

rect

orsh

ips

in th

e C

ompa

ny a

nd U

MW

H. H

e is

also

a d

irect

or o

f UM

WC

. He

does

not

hol

d an

y eq

uity

inte

rest

in U

MW

H.

(6)

D

r. Le

ong

Chi

k W

eng

is de

emed

inte

rest

ed b

y vir

tue

of h

is di

rect

orsh

ips

in th

e C

ompa

ny a

nd U

MW

H. H

e is

also

a d

irect

or o

f UM

W P

etro

pipe

. He

does

not

hol

d an

y eq

uity

in

tere

st in

UM

WH

.

(7)

JD

C P

anam

a Lt

d is

a w

holly

-ow

ned

subs

idia

ry o

f JD

C, w

hich

in tu

rn h

olds

15%

equ

ity in

tere

st in

UJD

. JD

C is

a c

omm

on s

hare

hold

er o

f bot

h JD

C P

anam

a Lt

d an

d U

JD.

(8)

Ke

nzo

Yam

ada

and

Yoich

i Ono

e ar

e di

rect

ors

of U

JD a

nd d

irect

ors/

shar

ehol

ders

of J

DC

. Tor

u In

oue

is a

dire

ctor

of U

JD a

nd a

sha

reho

lder

of J

DC

.

(9)

JD

C h

olds

15%

equ

ity in

tere

st in

UJD

. JD

C is

a c

omm

on s

hare

hold

er o

f bot

h U

JD a

nd th

e su

bsid

iarie

s of

JD

C.

(10)

Base

d on

the

rate

of U

SD1

= R

M3.

2671

, bei

ng th

e m

iddl

e ra

te p

ublis

hed

by B

ank

Neg

ara

Mal

aysia

as

at 3

0 Ap

ril 20

14.

(11)

Base

d on

the

rate

of U

SD1

= R

M3.

7035

, bei

ng th

e m

iddl

e ra

te p

ublis

hed

by B

ank

Neg

ara

Mal

aysia

as

at 3

1 M

arch

201

5.

(12)

As t

he G

roup

pur

chas

es v

ario

us g

oods

and

ser

vices

inclu

ding

equ

ipm

ent

from

UM

WH

Gro

up, t

he d

escr

iptio

n of

the

nat

ure

of t

rans

actio

n ha

s be

en c

hang

ed f

rom

“e

quip

men

t” to

“goo

ds a

nd s

ervic

es.”

Save

as

disc

lose

d ab

ove

and

in S

ectio

n 2.

0 of

this

Circ

ular

, the

re w

ere

no o

ther

per

sons

dee

med

con

nect

ed to

the

inte

rest

ed D

irect

ors

and

Maj

or S

hare

hold

ers.

7

7

1.4 Amount Due and Owing to the Group by Related Parties

As at FYE 31 December 2014, there is no amount due and owing to the Group by its Related Parties pursuant to the RRPTs which has exceeded the credit term. As such, the disclosures as required under Paragraphs 16A and 16B in Annexure PN12-A of the Listing Requirements are not applicable.

1.5 Review Procedures for the RRPTs

The Board has in place the following internal control procedures to ensure that transactions with Related Parties undertaken on transaction prices and not more favourable to the Related Party than those generally available to the public, are conducted at arm’s length basis and are based on normal commercial terms consistent with the Group’s usual business practices and are not prejudicial to the interests of the minority shareholders:

(i) The pricing of transactions with a Related Party will take into account the pricing, prevailing market rates and conditions, quality, availability, timing of delivery and other related facts. The final pricing of transactions with a Related Party shall not be at terms more favourable than the prevailing market practices;

(ii) All transactions entered/to be entered into pursuant to the Proposal has been/will be tabled to the Board Audit Committee on a quarterly basis for its review of compliance with the above. In its review of such transactions, the Board Audit Committee may, as it deems fit, request for additional information pertaining to the transactions from independent sources;

(iii) Records will be maintained by the Company to capture all RRPTs entered into pursuant to the Proposal to ensure that relevant approvals have been obtained and review procedures in respect of such transactions are adhered to;

(iv) The Board Audit Committee shall continuously review the adequacy and appropriateness of the procedures, as and when required, with the authority to sub-delegate to individuals or committee(s) within the Company as they deem appropriate;

(v) Where any of the Director(s) of the Company have an interest (whether direct or indirect) in a RRPT, such Director(s) shall abstain from all deliberations and voting on that matter in the Board’s deliberations of such transaction. Where any member of the Board Audit Committee is interested in a RRPT, that member shall abstain from voting on any matter relating to any decisions to be taken by the Board Audit Committee with respect to such transaction;

(vi) Immediate announcement will be made when the actual amount of a RRPT exceeds the estimated value of the RRPT disclosed in the Circular by 10% or more;

(vii) Disclosure will be made in the Annual Report of the Company of the aggregate value of transactions conducted pursuant to the Proposal; and

(viii) At least two (2) other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, wherever possible, to determine whether the price and terms offered to/by Related Parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities.

In the event that quotation or comparative pricing from unrelated third parties could not be obtained, the transaction prices will be based on the following, according to the level of significance:

(i) Historical prices on past transactions that have occurred/been incurred with other comparable unrelated third party; and

(ii) Prevailing rates/prices of the goods or services (including where applicable, preferential rates/prices/discounts accorded to a class or classes of customers or for bulk purchases) according to normal commercial terms and usual business practice of the Group or otherwise in accordance with other applicable industry norms/considerations.

The Company monitors all RRPTs entered into by the Group and ensures that all RRPTs are subject to the approvals of the appropriate levels of authority based on the FLAG.

8

8

1.6 Statement by the Board Audit Committee

The Board Audit Committee has reviewed the procedures set out in Section 1.5 above and is of the view that the review procedures for RRPTs are sufficient to ensure that the RRPTs will be entered into at arm’s length and in accordance with the Group’s normal commercial terms, and on terms which are not more favourable to the Related Party than those generally available to the public, and hence, will not be detrimental to the minority shareholders. Any member of the Board Audit Committee who is interested in any RRPT shall not be involved in the review of the RRPT.

The Board Audit Committee is satisfied that the Group has in place adequate procedures and processes to monitor, track and identify RRPTs in a timely and orderly manner, and the review of these procedures and processes will be conducted on an annual basis.

1.7 Rationale

The RRPTs entered into by the Group with the Related Parties are in the ordinary course of business and are necessary for its day-to-day operations. The RRPTs are recurring transactions of a revenue or trading nature that contribute either directly or indirectly to the generation of the Group’s revenue. By transacting with the Related Parties, the Group would have an advantage of familiarity with the background, financial well being and management of the Related Parties, thus enabling more informed commercial decisions. The close cooperation between the Group and the Related Parties has reaped mutual benefits and has been and is expected to continue to be beneficial to the businesses of the Group.

These RRPTs are expected to occur with some degree of frequency and may arise at any time and/or from time to time thus, the procurement of the Proposal on an annual basis would eliminate the need to convene separate general meetings from time to time to seek shareholders’ approval as and when potential RRPTs arise, thereby substantially reducing administrative time and expenses in convening such meetings.

The RRPTs entered or to be entered into are undertaken at an arm’s length basis on normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company.

2.0 INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH DIRECTORS/ MAJOR SHAREHOLDERS

Based on the Record of Depositors and Register of Directors’ Shareholdings as at 31 March 2015 , the direct and indirect interests of the interested Directors and Major Shareholders of the Company in respect of the Proposed Renewal of the Existing Shareholders’ Mandate are as follows:

Interested Directors/ Major Shareholders

Direct Indirect No. of Shares % No. of Shares %

Major Shareholders

UMWH ASBEPF

1,204,777,400 175,000,000 128,648,600

55.73 8.09 5.95

---

---

Directors

Tan Sri Asmat bin Kamaludin - - 304,000 (1) 0.01Datuk Syed Hisham bin Syed Wazir 450,000 0.02 - - Dr. Leong Chik Weng - - - -

Note:-

(1) Deemed interested by virtue of interests held by his family members and Bi-Bot Holdings Sdn Bhd: - 1,000 shares (Riad Asmat) - 1,000 shares (Atasha Asmat) - 1,000 shares (Atasha Asmat via Bi-Bot Holdings Sdn Bhd) - 1,000 shares (Sarah Asmat via Bi-Bot Holdings Sdn Bhd) - 300,000 shares held by Bi-Bot Holdings Sdn Bhd

9

9

ASB and UMWH, being the interested Major Shareholders and Tan Sri Asmat bin Kamaludin, Datuk Syed Hisham bin Syed Wazir and Dr. Leong Chik Weng, being the interested Directors in the RRPTs have abstained and will continue to abstain from Board deliberations and voting on the resolution pertaining to the Proposal. The interested Directors and interested Major Shareholders and/or persons connected to them will abstain from voting in respect of his/her direct and/or indirect shareholdings in the Proposal at the forthcoming AGM.

The interested Directors and interested Major Shareholders have undertaken to ensure that persons connected to them will abstain from voting in respect of their direct and indirect shareholdings on the resolution pertaining to the Proposal at the forthcoming AGM.

EPF has no other interest in the above RRPTs except being a common major shareholder of UMWH and the Company. As EPF is not the largest shareholder of the Company, not a party to the said transactions, initiator, agent or involved in any other manner in the above transactions, does not have any representative on the Board of the Company or that of any of its subsidiaries and is a statutory institution who is managing funds belonging to the general public, EPF is not required to abstain from voting in respect of its direct shareholdings in the Proposal at the forthcoming AGM.

Save as disclosed above, none of the other Directors and/or Major Shareholders and/or persons connected to them, as defined in the Listing Requirements, has any interest, whether direct or indirect, in the Proposal.

3.0 APPROVALS REQUIRED

The Proposal is subject to the approval of the shareholders of the Company at the forthcoming AGM to be convened or at any adjournment thereof.

4.0 DIRECTORS’ RECOMMENDATION

The Board (with the exception of Tan Sri Asmat bin Kamaludin, Datuk Syed Hisham bin Syed Wazir and Dr. Leong Chik Weng who have abstained from making any opinion and recommendation on the Proposal), having considered all aspects of the Proposal, is of the opinion that the above is in the best interest of the Company and therefore recommends that you vote in favour of the resolution pertaining to the Proposal to be tabled at the forthcoming AGM of the Company.

5.0 5th AGM

The 5th AGM, the Notice of which is enclosed in the Annual Report 2014 accompanying this Circular, will be held at Nexus 1 and 2, Level 3A, Connexion@Nexus, No. 7, Jalan Kerinchi, Bangsar South City, 59200, Kuala Lumpur on Tuesday, 19 May 2015 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the ordinary resolution on the Proposed Renewal of the Existing Shareholders’ Mandate under the agenda of Special Business as set out in the said Notice.

If you are unable to attend and vote in person at the 5th AGM, you are requested to complete, sign and return the Form of Proxy attached to the Annual Report 2014, in accordance with the instructions printed thereon as soon as possible so as to arrive at the Share Registrar’s office at Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan, not later than forty-eight (48) hours before the time fixed for the AGM. The lodging of the Form of Proxy will not, however, preclude you from attending and voting in person at the forthcoming AGM should you subsequently wish to do so.

6.0 FURTHER INFORMATION

Shareholders are requested to refer to the attached Appendix 1 for further information.

Yours faithfully For and on behalf of the Board of Directors of UMW OIL & GAS CORPORATION BERHAD

RAZALEE BIN AMIN Chairman, Board Audit Committee Independent Non-Executive Director

10

10

APPENDIX IFURTHER INFORMATION

1. RESPONSIBILITY STATEMENT

This Circular has been reviewed and approved by the Board and they individually and collectively accept full responsibility for the accuracy of the information contained herein and confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in this Circular misleading.

2. MATERIAL CONTRACTS

Save as disclosed below, there are no material contracts (not being contracts entered in the ordinary course of business) which have been entered into by the Company and/or its subsidiaries during the two (2) years preceding the date of this Circular.

2013

(i) Share Purchase Agreement dated 23 May 2013 between URA and SDSD whereby SDSD agreed to sell to URA and URA agreed to purchase from SDSD, 38,502 ordinary shares of USD1 each, representing 100% of the total issued and paid-up capital of OD4 for a total cash consideration of USD69,400,000 upon the terms and subject to the conditions contained in this Agreement. The transaction was completed on 10 June 2013.

(ii) Master Cornerstone Placing Agreement dated 18 September 2013 entered into between the Company, UMWH as the selling shareholder, CIMB Investment Bank Berhad, Maybank Investment Bank Berhad, Credit Suisse (Singapore) Limited and the Cornerstone Investors, under which the Cornerstone Investors agree to purchase an aggregate of 399,000,000 Shares, representing approximately 18.45% of the enlarged issued and paid-up share capital of the Company, pursuant to the Institutional Offering at RM2.80 per Share or the Institutional Price.

(iii) Retail Underwriting Agreement dated 19 September 2013 entered into between the Company, UMWH, Maybank Investment Bank Berhad and CIMB Investment Bank Berhad (as Joint Managing Underwriters) and AFFIN Investment Bank Berhad, Aminvestment Bank Berhad, MIDF Amanah Investment Bank Berhad and RHB Investment Bank Berhad (as Joint Underwriters) to underwrite 194,580,000 IPO Shares under the Retail Offering at a managing underwriting commission of 0.5% and an underwriting commission of 1.0% of the Retail Price multiplied by the number of IPO Shares underwritten.

(iv) The contracts relating to the Internal Reorganisation:

The following are material contracts entered into pursuant to the Internal Reorganisation:

(a) Sale and Purchase Agreement dated 14 May 2013 between USV and UMW Petropipe whereby USV agreed to sell to UMW Petropipe and UMW Petropipe agreed to purchase from USV, one (1) ordinary share of SGD1, representing 100% of the total issued and paid up capital of UMW Marine and Offshore Pte Ltd, for a total cash consideration of RM3 upon the terms and subject to the conditions contained in this Agreement. The transaction was completed on 12 June 2013.

(b) Sale and Purchase Agreement dated 14 May 2013 between USV and UMW Petropipe as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby USV agreed to sell to UMW Petropipe and UMW Petropipe agreed to purchase from USV, 12,000,000 ordinary shares of RMB1 each, representing 40% of the total paid up capital of Sichuan Haihua Petroleum Steelpipe Co, Ltd ("Sale Shares"), for a total cash consideration of RM19,150,630 upon the terms and subject to the conditions contained in this Agreement ("Disposal of Sichuan Haihua Petroleum Steelpipe Co, Ltd"). The transaction was completed on 30 August 2013.

(c) Sale and Purchase Agreement dated 14 May 2013 between UMWH and the Company as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMWH agreed to sell to the Company and the Company agreed to purchase from UMWH, 20,000,000 ordinary shares of RM1 each, representing 100% of the total issued and paid up capital of UMV, for a total cash consideration of

11

11

RM20,000,000 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ (as defined below). The transaction was completed on 6 August 2013.

(d) Sale and Purchase Agreement dated 14 May 2013 between UMW Petropipe and the Company as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMW Petropipe agreed to sell to the Company and the Company agreed to purchase from UMW Petropipe, 9,500,000 ordinary shares of SGD1 each, representing 100% of the total issued and paid up capital of USV, for a total cash consideration of RM22,901,580 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon (a) the completion of the Disposal of UOS-TJ (as defined below); and (b) the completion of the Disposal of Sichuan Haihua Petroleum Steelpipe Co, Ltd. The transaction was completed on 6 August 2013.

(e) Sale and Purchase Agreement dated 14 May 2013 between UMWC and USV as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMWC agreed to sell to USV and USV agreed to purchase from UMWC, the entire registered and paid up share capital of USD2,800,000 of UOS-TJ, for a total cash consideration of RM10,119,150 upon the terms and subject to the conditions contained in this Agreement ("Disposal of UOS-TJ"). The transaction was completed on 30 August 2013.

(f) Sale and Purchase Agreement dated 14 May 2013 between UMWC and UMV as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMWC agreed to sell to UMV and UMV agreed to purchase from UMWC, 10,000,000 ordinary shares of RM1 each, representing 100% of the total issued and paid up capital of UMW Petrodril (Malaysia) Sdn Bhd (now known as UWO), for a total cash consideration of RM20,932,595 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 30 August 2013.

(g) Sale and Purchase Agreement dated 14 May 2013 between UMWC and the Company as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMWC agreed to sell to the Company and the Company agreed to purchase from UMWC, 297,500 ordinary shares of RM1 each, representing 85% of the total issued and paid up capital of UJD, for a total cash consideration of RM1,548,239 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 6 August 2013.

(h) Sale and Purchase Agreement dated 14 May 2013 between UMWC and UMV as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMWC agreed to sell to UMV and UMV agreed to purchase from UMWC, 14,231,250 ordinary shares of RM1 each and 10,000,000 redeemable preference shares of RM0.01 each, representing 97.3% of the total issued and paid up capital of UMW Standard Drilling Sdn Bhd (now known as UOD), for a total cash consideration of RM24,231,250 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 30 August 2013.

(i) Sale and Purchase Agreement dated 14 May 2013 between UMWC and UMV as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMWC agreed to sell to UMV and UMV agreed to purchase from UMWC, 4,250,000 ordinary shares of RM1 each, representing 100% of the total issued and paid up capital of UOS, for a total cash consideration of RM22,931,246 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 30 August 2013.

12

12

(j) Sale and Purchase Agreement dated 14 May 2013 between UMW Petropipe and URA as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMW Petropipe agreed to sell to URA and URA agreed to purchase from UMW Petropipe, one (1) ordinary share of USD1, representing 100% of the total issued and paid up capital of UD4, for a total cash consideration of RM3 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 30 August 2013.

(k) Sale and Purchase Agreement dated 14 May 2013 between UMW Petropipe and URA as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement”) whereby UMW Petropipe agreed to sell to URA and URA agreed to purchase from UMW Petropipe, 1,000,000 ordinary shares of USD1 each, representing 100% of the total issued and paid up capital of UMW Naga Two (L) Ltd (“UN2”, now known as UD2), for a total cash consideration of RM3,293,000 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 30 August 2013.

(l) Sale and Purchase Agreement dated 14 May 2013 between UMW Petropipe and URA as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMW Petropipe agreed to sell to URA and URA agreed to purchase from UMW Petropipe, one (1) ordinary share of USD1, representing 100% of the total issued and paid up capital of UMW Naga 3 (L) Ltd (“UN3”, now known as UD3), for a total cash consideration of RM3 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon (a) the completion of the Disposal of UOS-TJ; and (b) the completion of the Disposal of Sichuan Haihua Petroleum Steelpipe Co, Ltd. The transaction was completed on 30 August 2013.

(m) Sale and Purchase Agreement dated 14 May 2013 between UMWC and URA as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMWC agreed to sell to URA and URA agreed to purchase from UMWC, 6,000,000 ordinary shares of USD1 each, representing 100% of the total issued and paid up capital of UDC, for a total cash consideration of RM22,800,600 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 30 August 2013.

(n) Sale and Purchase Agreement dated 14 May 2013 between UMW Petropipe and UMV as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMW Petropipe agreed to sell to UMV and UMV agreed to purchase from UMW Petropipe, 318,750 ordinary shares of USD1 each, representing 51% of the total issued and paid up capital of UOS-TK, for a total cash consideration of RM1,171,247 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 30 August 2013.

(o) Sale and Purchase Agreement dated 14 May 2013 between UN2 and UN3 as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UN2 agreed to sell to UN3 and UN3 agreed to purchase from UN2, 37,256,916 ordinary shares, representing 51% of the total issued and paid up capital of US-3, for a total cash consideration of RM143,073,780 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 30 August 2013.

(p) Sale and Purchase Agreement dated 20 August 2013 between UMV and UMWC whereby UMV agreed to sell to UMWC and UMWC agreed to purchase from UMV, 1,956,000 ordinary shares of RM1 each, representing 60% of the total issued and paid up capital of UMW Synergistic Generation Sdn Bhd, for a total cash consideration of RM10,030,001 upon the terms and subject to the conditions contained in this Agreement. The transaction was completed on 30 August 2013.

13

13

2014

(v) Vessel Construction Agreement dated 6 February 2014 between UD8 and Keppel FELS Limited (“Keppel FELS’’) for the design, engineering and construction of a rig vessel KFELS B Class jack-up drilling rig for a consideration of USD218,000,000 upon the terms and subject to the conditions contained in this agreement. The jack-up drilling rig is expected to be delivered by end of September 2015.

(vi) Sale and Purchase Agreement dated 12 February 2014 between UD6 and Tianjin Haiheng Shipbuilding & Offshore Engineering Service Co., Ltd (“TJHH”) whereby TJHH agreed to sell to UD6 and UD6 agreed to purchase two (2) jack-up drilling rigs for a total purchase consideration of USD434,000,000 upon the terms and subject to the conditions contained in this agreement. The jack-up drilling rigs were delivered on 29 September 2014 and 27 January 2015, respectively.

3. MATERIAL LITIGATION, CLAIMS OR ARBITRATION

Save as disclosed below, as at LPD the Group is not engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, and the Directors have no knowledge of any proceedings pending or threatened or of any fact likely to give rise to any proceedings which might materially affect our financial or business position:

UOD, a wholly-owned subsidiary of the Company, had on 10 April 2015 served a Notice of Arbitration on Frontier Oil Corporation (“Respondent”) of 4F, Zaragoza Bldg., 102 Gamboa St. Legaspi Village, Makati City 1229, Philippines, to seek amongst others, an award for damages and/or compensation for all losses arising from the Respondent's breach of the Drilling Contract dated 15 September 2014, but not limited to the early termination fee amounting to USD19.2 million.

The Company expects that pursuant to the facts of the case and advice of its solicitors, the case will be awarded in UOD’s favour.

4. DOCUMENTS FOR INSPECTION

Copies of the following documents are available for inspection at the Registered Office of the Company at Level 18, Block 3A, Plaza Sentral, Jalan Stesen Sentral 5, 50470 Kuala Lumpur during normal business hours on any working day from the date of this Circular up to and including the date of the forthcoming AGM:

(i) Memorandum and Articles of Association of the Company;

(ii) Audited consolidated financial statements of the Company for the two (2) FYE 31 December 2013 and 31 December 2014;

(iii) Material contracts referred to in Section 2 above; and

(iv) Material arbitration referred to in Section 3 above.

14

14



EXTRACT OF NOTICE OF THE 5TH ANNUAL GENERAL MEETING

ORDINARY RESOLUTION 7

PROPOSED RENEWAL OF THE EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS (“RRPT”) OF A REVENUE OR TRADING NATURE (“PROPOSED SHAREHOLDERS’ MANDATE”)

“THAT the mandate granted by the shareholders of the Company on 16 June 2014 pursuant to Paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, authorising the Company, its subsidiaries or any of them (the “Group”) to enter into recurrent transactions of a revenue or trading nature as set out in Section 1.3 of the Circular to Shareholders dated 27 April 2015 (“Circular”), with the Related Parties as described in the Circular, which are necessary for the day-to-day operations of the Group, be and are hereby renewed, provided that such transactions are carried out in the ordinary course of business, made on arm’s length basis and on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public and not detrimental to the minority shareholders of the Company;

AND THAT such authority conferred by such renewed mandate shall continue to be in force until:

a. the conclusion of the next Annual General Meeting (“AGM”) of the Company following this AGM, at which time it will lapse, unless the authority is renewed by a resolution passed at the general meeting;

b. the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Companies Act,1965 but shall not extend to such extension as may be allowed pursuant to Section 143 (2) of the Companies Act,1965; or

c. revoked or varied by resolution passed by the shareholders of the Company in a general meeting of the Company,

whichever is the earlier;

AND THAT authority be and is hereby given to the Directors to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed Shareholders’ Mandate,

AND FURTHER THAT the estimates given on the Recurrent Related Party Transactions specified in Section 1.3 of the Circular being provisional in nature, the Directors or any of them be and are hereby authorised to agree to the actual amount or amounts thereof, provided always that such amount or amounts comply with the review procedures set out in Section 1.5 of the Circular.”

Documents

UMW OIL & GAS CORPORATION BERHAD - ChartNexusir.chartnexus.com/umw-oilgas/doc/ar/UMW-OG RRPT Circular... · 2015. 4. 28. · The above Proposal will be tabled as Special Busi ness