PART A CIRCULAR TO SHAREHOLDERS IN ... - ChartNexus

THIS CIRCULAR/STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, solicitor, accountant, bank manageror other professional adviser immediately.Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular/Statement, makes no representation as to itsaccuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon thewhole or any part of the contents of this Circular/Statement.In line with the new provisions of Practice Note No. 18 on Perusal of Draft Circulars and Other Documents, Bursa Malaysia SecuritiesBerhad has not perused the Share Buy-Back Statement as they fall under the category of Exempt Circulars as outlined in the aforesaidpractice note.Shareholders should rely on their own evaluation to assess the merits and risks of the Proposals as set out herein.PART ACIRCULAR TO SHAREHOLDERS IN RELATION TOPROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENTRELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSEDRENEWAL OF SHAREHOLDERS’ MANDATE”)PART BSHARE BUY-BACK STATEMENT IN RELATION TO THE PROPOSED RENEWAL OFAUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES (“PROPOSEDRENEWAL OF SHARE BUY-BACK AUTHORITY”)(COLLECTIVELY KNOWN AS “THE PROPOSALS”)The above Proposals will be tabled as Special Business at OSK Property Holdings Berhad’s Twenty-Third Annual General Meeting(“AGM”) to be held at the Auditorium, 11th Floor, Plaza OSK, Jalan Ampang, 50450 Kuala Lumpur on Wednesday, 10 April 2013 at10:00 a.m. The Notice of the Twenty-Third AGM together with the Form of Proxy are set out in the Annual Report of OSK PropertyHoldings Berhad for the financial year ended 31 December 2012 which is despatched together with this Circular/Statement.If you are unable to attend and vote at the meeting, you may complete the Form of Proxy and deposit it at the office of the ShareRegistrar, Securities Services (Holdings) Sdn. Bhd. at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara,Damansara Heights, 50490 Kuala Lumpur not later than forty-eight (48) hours before the time set for holding the meeting. The lodgingof the Form of Proxy does not preclude you from attending and voting in person at the meeting should you subsequently decide to doso.Last date and time for lodging the Form of Proxy…............... : Monday, 8 April 2013 at 10:00 a.m.Date and time of the AGM …………………………………………... : Wednesday, 10 April 2013 at 10:00 a.m.This Circular/Statement is dated 19 March 2013

DEFINITIONSExcept where the context otherwise requires, the following definitions shall apply throughoutthis Circular/Statement:“Act” : Companies Act, 1965“AGM” : Annual General Meeting“Board” : Board of Directors of OSKP“Bursa Securities” : Bursa Malaysia Securities Berhad (635998-W)“DCSB” : Dindings Consolidated Sdn. Bhd. (8226-P)“DCSB Group” : DCSB and its subsidiary companies as defined in Section 5 of the Act“Director(s)” : Shall have the meaning given in Section 2(1) of the CapitalMarkets and Services Act 2007, and for the purpose of theProposed Renewal of Shareholders’ Mandate includes anyperson who is or was within the preceding 6 months from thedate on which the terms of the transactions were agreed upon,a director of the Company or any other company which is itssubsidiary or holding company or a chief executive officer ofOSKP, its subsidiary or holding company“LMSB” : Land Management Sdn. Bhd. (67853-U)“Listing Requirements” : Main Market Listing Requirements of Bursa Securities including anyamendment(s) that may be made from time to time.“LPD” : Latest Practicable Date“Major Shareholder(s)” : A person who has an interest or interests in one or more votingshares in the Company and the nominal amount of that share,or the aggregate of the nominal amounts of those shares, is:-“NA” : Net assetsa) 10% or more of the aggregate of the nominal amounts ofall the voting shares in the Company; orb) 5% or more of the aggregate of the nominal amounts of allthe voting shares in the Company where such person is thelargest shareholder of the Company.For the purposes of this definition, “interest in shares” shallhave the same meaning given in Section 6A of the Act. For thepurposes of the Proposed Renewal of Shareholders’ Mandate, itincludes any person who is or was within the preceding 6months of the date on which the terms of the transactions wereagreed upon, a major shareholder of the Company or any othercorporation which is its subsidiary or holding company.-i-

DEFINITIONS (Cont’d)“OSKP” or “Company” : OSK Property Holdings Berhad (201666-D)“OSKP Group” or “Group” : OSKP and its subsidiary companies as defined in Section 5 ofthe Act“OSKP Shares” or “Shares” :Ordinary shares of RM1.00 each in OSKP“PJD” : PJ Development Holdings Berhad (5938-A)“PJD Group” : PJD and its subsidiary companies as defined in Section 5 of the Act“Proposed Renewal ofShare Buy-Back Authority”“Proposed Renewal ofShareholders’ Mandate”: Proposed renewal of authority for the Company to purchase its ownshares: Proposed renewal of existing shareholders’ mandate for RecurrentRelated Party Transactions of a revenue or trading nature“Proposals” : Proposed Renewal of Shareholders’ Mandate and Proposed Renewalof Share Buy-Back Authority“Recurrent Related PartyTransaction(s)” or “RRPT”: Recurrent related party transactions of a revenue or trading nature,which are necessary for the day-to-day transactions of the OSKPGroup and is within the ordinary course of business of the OSKPGroup“Related Party(ies)” : A Director, Major Shareholder or persons connected with such aDirector or Major Shareholder“RM” and “sen” : Ringgit Malaysia and sen respectively“the Code” : Malaysian Code on Take-Overs and Mergers, 2010Words that incorporate the singular shall, where applicable, include the plural and vice versaand words that incorporate the masculine gender shall, where applicable, include the feminineand neuter genders and vice versa. Reference to persons shall include a corporation, unlessotherwise specified.Any reference in this Circular/Statement to any enactment is a reference to that enactment asfor the time being amended or re-enacted. Any reference to a time of a day in thisCircular/Statement shall be a reference to Malaysian time, unless otherwise stated.

CONTENTSLETTER TO THE SHAREHOLDERS OF OSKPPART APROPOSED RENEWAL OF SHAREHOLDERS’ MANDATEPage1.0 INFORMATION ON THE PROPOSED RENEWAL OF SHAREHOLDERS’MANDATE1.1 The Listing Requirements 41.2 Validity Period of the Proposed Renewal of Shareholders’ Mandate 4-51.3 Principal Activities of OSKP Group 5-61.4 Details of the RRPTs 6-71.5 Existing Mandate on Recurrent Related Party Transactions Obtained atthe Last AGM8-91.6 Review Procedures for the Recurrent Related Party Transactions 9-101.7 Statement by the Audit Committee 101.8 Disclosure of Recurrent Related Party Transactions 111.9 Guidelines on Thresholds of Authority 112.0 RATIONALE FOR THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE 113.0 FINANCIAL EFFECTS OF THE PROPOSED RENEWAL OF SHAREHOLDERS’MANDATE4.0 INTEREST S OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/ORPERSONS CONNECTED TO THEM1212-135.0 DIRECTORS’ RECOMMENDATION 136.0 TWENTY-THIRD AGM 137.0 FURTHER INFORMATION : APPENDIX I 14-15PART BPROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY1.0 INFORMATION ON THE PROPOSED RENEWAL OF SHARE BUY-BACKAUTHORITY1.1 Details of the Proposed Renewal of Share Buy-Back Authority 172.0 RATIONALE FOR THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY 17-iii-

CONTENTS (Cont’d)3.0 POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED RENEWALOF SHARE BUY-BACK AUTHORITY3.1 Potential Advantages 17-183.2 Potential Disadvantages 184.0 FUNDING 185.0 SHAREHOLDINGS OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND/ORPERSONS CONNECTED TO THEM19-206.0 PUBLIC SHAREHOLDINGS SPREAD 20-217.0 IMPLICATIONS RELATING TO THE CODE 218.0 EFFECTS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY8.1 Share Capital 228.2 Net Assets 228.3 Earnings 229.0 DIRECTORS’ RECOMMENDATION 2310.0 TWENTY-THIRD AGM 2311.0 FURTHER INFORMATION 23EXTRACT OF NOTICE OF THE TWENTY-THIRD AGM 24-25-iv-

Registered Office:9 th Floor, Plaza OSKJalan Ampang50450 Kuala LumpurBoard of Directors19 March 2013Dato’ Nik Mohamed Din bin Datuk Nik Yusoff (Non-Independent Non-Executive Chairman)Tan Sri Ong Leong Huat @ Wong Joo Hwa (Managing Director/Chief Executive Officer)Haron bin Datuk Tamby Chik (Senior Independent Non-Executive Director)Dato’ Ikmal Hisham bin Abdul Aziz (Independent Non-Executive Director)Foo San Kan (Independent Non-Executive Director)Dr. Ngo Get Ping (Independent Non-Executive Director) (Appointed on 7 March 2013)Dato’ Thanarajasingam Subramaniam (Independent Non-Executive Director) (Appointed on 7 March 2013)Wong Chong Kim (Non-Independent Non-Executive Director)Ong Yee Ching (Non-Independent Non-Executive Director)To:The Shareholders of OSKPDear Sir/MadamABPROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENTRELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATUREPROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWNSHARESINTRODUCTIONAt the Twenty-Second AGM of OSKP held on 5 June 2012, the shareholders, had inter-alia, granted amandate for the OSKP Group to enter into Recurrent Related Party Transactions.The authority conferred by the shareholders’ mandate shall in accordance with the Listing Requirementslapse at the conclusion of the forthcoming AGM unless authority for its renewal is obtained from theshareholders of the Company at the forthcoming AGM which will be held at the Auditorium, 11th Floor,Plaza OSK, Jalan Ampang, 50450 Kuala Lumpur on Wednesday, 10 April 2013 at 10.00 a.m.On 6 March 2013, the Company announced that OSKP is proposing to seek approval of its shareholdersfor the resolutions in respect of the following Proposals:-a) Proposed Renewal of Shareholders’ Mandate; andb) Proposed Renewal of Share Buy-Back Authority.1

The purpose of this Circular/Statement is to provide you with details of the Proposals and to seek yourapproval for the ordinary resolutions pertaining to the Proposals under the agenda of Special Business asset out in the Annual Report of OSKP for the financial year ended 31 December 2012 to be tabled at theforthcoming AGM. The Notice of the AGM together with the Form of Proxy are enclosed in the AnnualReport of the Company for the financial year ended 31 December 2012.SHAREHOLDERS OF OSKP ARE ADVISED TO READ AND CONSIDER THE CONTENTS OF THISCIRCULAR/STATEMENT CAREFULLY BEFORE VOTING ON THE RESOLUTIONS PERTAININGTO THE PROPOSALS AT THE FORTHCOMING AGM.THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK2

PART APROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE3

1.0 INFORMATION ON THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE1.1 The Listing RequirementsPursuant to Paragraph 10.09(2) of the Listing Requirements, a listed issuer may seek a mandatefrom its shareholders for RRPTs subject to the following:-(i)(ii)the transactions are in the ordinary course of business and are on terms not morefavourable to the Related Party than those generally available to the public;the shareholders’ mandate is subject to annual renewal and disclosure is made in theannual report of the aggregate value of transactions conducted pursuant to theshareholders’ mandate during the financial year where the aggregate value is equal to ormore than the threshold below in relation to a listed issuer with an issued and paid-upcapital of RM60 million and above:-(a)(b)the consideration, value of the assets, capital outlay or costs of the RRPT is RM1million or more; orthe percentage ratio of such RRPT is 1% or more,whichever is the higher;(iii)(iv)(v)the listed issuer’s circular to shareholders for the shareholder mandate includes theinformation as may be prescribed by Bursa Securities. The draft circular must be submittedto Bursa Securities together with a checklist showing compliance with such information;in a meeting to obtain the shareholders’ mandate, the interested Director, interested MajorShareholder or interested persons connected with a Director or Major Shareholder, andwhere it involves the interest of an interested person connected with a Director or MajorShareholder, such Director or Major Shareholder, must not vote on the resolution approvingthe RRPT. An interested Director or interested Major Shareholder must ensure that personsconnected with him abstain from voting on the resolution approving the RRPT; andthe listed issuer immediately announces to Bursa Securities when the actual value of aRRPT entered into by the listed issuer, exceeds the estimated value of the RRPT disclosed inthe circular by 10% or more and must include the information as may be prescribed byBursa Securities in its announcement.Accordingly, the Board proposes to seek the shareholders’ approval for the Proposed Renewal ofShareholders’ Mandate. The Proposed Renewal of Shareholders’ Mandate will allow the OSKPGroup, in the normal course of business, to enter into the existing RRPTs referred to in Section1.4, provided that such transactions are made at arm’s length, on OSKP Group’s normalcommercial terms and on terms not more favourable to the Related Party than those generallyavailable to the public and are not to the detriment of the minority shareholders of OSKP.1.2 Validity Period of the Proposed Renewal of Shareholders’ MandateThe authority to be conferred pursuant to the Proposed Renewal of Shareholders’ Mandate, ifapproved by the shareholders, shall take effect from the passing of the ordinary resolutionproposed at the forthcoming AGM and shall continue to be in force until:-(a)the conclusion of the next AGM of the Company following the general meeting at whichsuch mandate was passed, at which time it will lapse, unless by a resolution passed at ageneral meeting, the authority is renewed;4

(b)(c)the expiration of the period within which the next AGM after that date is required to be heldpursuant to Section 143(1) of the Act (but must not extend to such extension as may beallowed pursuant to Section 143(2) of the Act); orrevoked or varied by resolution passed by the shareholders of the Company in generalmeeting,whichever is earlier.1.3 Principal Activities of OSKP GroupThe principal activities of the OSKP Group are property development, property management andsale of oil palm fresh fruit bunches. The details of OSKP’s subsidiary companies as at 20 February2013 are as follows:-Subsidiary Companies as at 20 February 2013Name of companyPrincipal activitiesPlace/Date ofincorporationIssued andpaid-upsharecapital(RM)Equityinterest%OSK Properties Sdn. Bhd.(258559-V)Property development andsale of oil palm fresh fruitbunchesMalaysia25.02.199340,000,000 100.00OSK Properties (Seremban) Sdn.Bhd. (615292-M)Property developmentMalaysia13.05.2003250,000 100.00OSK Properties ManagementSdn. Bhd. (619816-X)Property managementMalaysia26.06.20032 100.00Aspect Potential Sdn. Bhd.(702832-V)Property developmentMalaysia13.07.2005250,000 100.00Aspect Synergy Sdn. Bhd.(654103-U)Property developmentMalaysia27.05.2004250,000 100.00Atria Damansara Sdn. Bhd.(760617-P)Property management anddevelopmentMalaysia25.01.2007250,000 100.00Perspektif Vista Sdn. Bhd.(787017-T)Property developmentMalaysia31.08.2007500,000 100.00Perspektif Pertama Sdn. Bhd.(813108-A)Property developmentMalaysia09.04.20082 100.00Pine Avenue Sdn. Bhd.(816805-M)Property management anddevelopmentMalaysia08.05.20082 100.00Semponia Sdn. Bhd.(593349-U)Property developmentMalaysia20.09.2002250,000 51.00Country Wheels Sdn. Bhd.(585447-D)Property developmentMalaysia05.07.2002250,000 51.00Rimulia Sdn. Bhd.(629683-W)Property developmentMalaysia29.09.20031,000,000 55.00Jelang Vista Sdn. Bhd.(889503-W)Property developmentMalaysia08.02.2010250,000 100.005

Name of companyPrincipal activitiesPlace/Date ofincorporationIssued andpaid-upshare capital(RM)Equityinterest%Potensi Rajawali Sdn. Bhd.(917572-T)Property management anddevelopmentMalaysia10.10.2010250,000 100.00Warisan Rajawali Sdn. Bhd.(917810-D)Property management anddevelopmentMalaysia10.10.20102 100.00Wawasan Rajawali Sdn. Bhd.(917808-A)Property management anddevelopmentMalaysia10.10.2010250,000 100.00OSKP Facilities ManagementSdn. Bhd.(1017284-K)Property managementMalaysia18.09.20122 100.00Dikir Dagang Sdn. Bhd.(1011613-X)DormantMalaysia26.07.20122 100.00Dikir Venture Sdn. Bhd.(1011610-M)DormantMalaysia26.07.20122 100.00Ribuan Ekuiti Sdn. Bhd.(1011634-V)DormantMalaysia27.07.20122 100.00As at 20 February 2013, OSKP does not have any associated company.1.4 Details of the RRPTsThe details of the RRPT which have been or will be entered by OSKP Group and the relatedparties are set out below:-Transactions for RenewalName ofCompany/ GroupInvolvedNature of TransactionName ofRelated PartyRelationship with OSKP– Interested Directors,Major Shareholders andPersons ConnectedEstimatedValue ofTransaction forthe ProposedRenewal ofShareholders’Mandate from10 April 2013(date of AGM)to the nextAGM(RM)(a) OSKP Group Construction works/building materials forproject development &office renovation andmaintenance by DCSBGroupDCSB GroupOLH, WCK, WAC, KCM,OYC, LMSB(See Note 1)110,000,000(b) OSKP Group Construction works/building materials forproject development &office renovation andmaintenance by PJDGroupPJD GroupOLH, WCK, WAC, WCS,KCM, OYC, OJX, LMSB(See Note 2)40,000,0006

Name ofCompany/ GroupInvolvedNature of TransactionName ofRelated PartyRelationship with OSKP– Interested Directors,Major Shareholders andPersons ConnectedEstimatedValue ofTransaction forthe ProposedRenewal ofShareholders’Mandate from10 April 2013(date of AGM)to the nextAGM(RM)(c) OSKP Group Purchase of landand/ordeveloped propertiesfrom the OSKP GroupDirectorsand/or MajorShareholdersof the OSKPGroup andPersonsConnectedwith them(See Note 3)Directors and/or MajorShareholders of the OSKPGroup and PersonsConnected with them(See Note 4)Notes:-(1) Tan Sri Ong Leong Huat @ Wong Joo Hwa (OLH) is a Major Shareholder and Managing Director / Chief ExecutiveOfficer of OSKP and also the brother of Mr. Wong Chong Kim (WCK), who is a Director of OSKP. OLH and WCK arethe brothers of Mr. Wong Ah Chiew (WAC). WAC is a Director and Substantial Shareholder of DCSB.LMSB is a Major Shareholder of OSKP and a Substantial Shareholder of DCSB.Puan Sri Khor Chai Moi (KCM) is a Director and Substantial Shareholder of DCSB and the spouse of OLH. She is aSubstantial Shareholder of LMSB and is deemed interested in OSKP Shares held by LMSB by virtue of Section 6A(4)of the Act. Hence, she is also a Major Shareholder of OSKP.Ms. Ong Yee Ching (OYC) is a Director and shareholder of OSKP and the daughter of OLH and KCM.The principal activities of DCSB Group comprise of investment holdings, property development, insurance andconstruction.(2) OLH is a Major Shareholder and Managing Director / Chief Executive Officer of OSKP and also the brother of WCK,who is a Director of OSKP. OLH and WCK are the brothers of WAC and Mr. Wong Chong Shee (WCS). WAC is aDirector and Major Shareholder of PJD. WCS is a Director of PJD.KCM is a Director and Major Shareholder of PJD and the spouse of OLH. She is a Substantial Shareholder of LMSB,which in turn is a Major Shareholder of OSKP. She is deemed interested in OSKP Shares held by LMSB by virtue ofSection 6A(4) of the Act. Hence, she is also a Major Shareholder of OSKP.OYC is a Director and shareholder of OSKP and the daughter of OLH and KCM.OJX is a Director of PJD. He is also a shareholder of OSKP and the son of OLH and KCM.The principal activities of PJD Group comprise of investment holding, property development and construction,manufacture of power cables and concrete wall panels, trading of building materials, operation and managementof hotels and resorts and operation of timeshare business.(3) The Directors, Major Shareholders and/or persons connected with them who would be purchasing the propertiesfrom the OSKP Group could not be ascertained as at the date of this Circular. Disclosure will be made in our AnnualReport in accordance with Practice Note 12 of the Listing Requirements.(4) Estimation of the value of this category of transactions could not be ascertained given the varioustypes of properties sold by the OSKP Group, the prices of which may vary from project to project.However, as stipulated under Paragraph 3.3(a) of Practice Note 12 of the Listing Requirements, thevalue of such transaction shall not exceed 10% of any one of the percentage ratios.7

The basis of arriving at the estimated value as indicated above is based on actual value transactedduring the financial year ended 31 December 2012 as well as latest available information relatingto the aforesaid transactions. The value of the aforesaid transactions may be subject to changesin the financial year ending 31 December 2013.1.5 Existing Mandate on Recurrent Related Party Transactions Obtained at theLast AGMThe details of the estimated value and actual value transacted of the Recurrent RelatedParty Transactions from the date of which the existing shareholders’ mandate wasobtained at the last AGM held on 5 June 2012 up to 20 February 2013, being the LPDbefore the printing of this Circular are set out in table below:-Name ofCompany/GroupInvolvedNature ofTransactionName ofRelatedParty*Relationship withOSKP – InterestedDirectors, MajorShareholders andPersons ConnectedEstimated Valueof Transactionsas disclosed inthe Circular toShareholdersdated 11 May2012(RM)Actual value(RM)OSKP GroupConstruction works/building materials forproject development& office renovationand maintenance byDCSB GroupDCSB GroupOLH, WCK, WAC,WCN, KCM, OYC,OJX, OJY, OYM, OYS,LMSB(See Note 1)76,000,000 26,751,624OSKP GroupConstruction works/building materials forproject development& office renovationand maintenance bythe PJD GroupPJD GroupOLH, WCK, WAC,WCN, KCM, OYC,OJY, OJX, OYM, OYS,LMSB(See Note 2)120,000,000 2,948,445OSKP GroupPurchase of landand/ordeveloped propertiesfrom the OSKP GroupDirectorsand/or MajorShareholdersof the OSKPGroup andPersonsConnectedwith them(See Note 3)Directors and/orMajor Shareholdersof the OSKP Groupand PersonsConnected with them(See Note 4) 6,754,000Notes:-*Disclosure pursuant to the Circular to Shareholders dated 11 May 2012.(1) Tan Sri Ong Leong Huat @ Wong Joo Hwa (OLH) is a Major Shareholder and Executive Director of OSKP and alsothe brother of Mr. Wong Chong Kim (WCK), who is a Director of OSKP. OLH and WCK are the brothers of Mr.Wong Ah Chiew (WAC) and Mr. Wong Chong Ngin (WCN). WAC is also a Director and Substantial Shareholder ofDCSB.LMSB is a Major Shareholder of OSKP and a Substantial Shareholder of DCSB.Puan Sri Khor Chai Moi (KCM), is a Director and Substantial Shareholder of DCSB and the spouse of OLH. She is aSubstantial Shareholder of LMSB and is deemed interested in OSKP Shares held by LMSB by virtue of Section 6A(4)of the Act. Hence, she is also a Major Shareholder of OSKP.Ms. Ong Yee Ching (OYC) is a Director and shareholder of OSKP and the daughter of OLH and KCM.8

Mr. Ong Ju Yan (OJY), Ms. Ong Yin Suen (OYS), Mr. Ong Ju Xing (OJX) and Ms. Ong Yee Min (OYM) are thechildren of OLH and KCM and also the shareholders of OSKP.The principal activities of the DCSB Group comprise of investment holdings, property development, insurance,construction, design and build.(2) OLH is a Major Shareholder and Executive Director of OSKP and also the brother of WCK, who is a Director ofOSKP. OLH and WCK are the brothers of WAC and WCN. WAC is also a Director and Major Shareholder of PJD.KCM is a Director and Major Shareholder of PJD and the spouse of OLH. She is a Substantial Shareholder of LMSB,which in turn is a Major Shareholder of OSKP. She is deemed interested in OSKP Shares held by LMSB by virtue ofSection 6A(4) of the Act. Hence, she is also a Major Shareholder of OSKP.OYC is a Director and shareholder of OSKP and the daughter of OLH and KCM.OJY, OYS, OJX and OYM are the children of OLH and KCM and also the shareholders of OSKP. OJX is also aDirector of PJD.The principal activities of PJD Group comprise of investment holding, property development and construction,trading of building materials, operations and management of hotels and resorts, operation of timeshare business,manufacturing of power cables, concrete wall panels and roofing titles.(3) The Directors, Major Shareholders and/or persons connected with them who would be purchasing the propertiesfrom the OSKP Group could not be ascertained as at the date of this Circular. Disclosure will be made in our AnnualReport in accordance with Practice Note 12 of the Listing Requirements.(4) Estimation of the value of this category of transactions could not be ascertained given the various types ofproperties sold by the OSKP Group, the prices of which may vary from project to project.However, as stipulated under Paragraph 3.3(a) of Practice Note 12 of the Listing Requirements, the value of suchtransaction shall not exceed 10% of any one of the percentage ratios.The actual value transacted of each of the above transactions from the date on which the existingmandate was obtained (i.e. the date of the last AGM on 5 June 2012) up to the LPD were notexceeding the estimated value by 10% or more.1.6 Review Procedures for the Recurrent Related Party TransactionsThe Group has established the following procedures and guidelines to ensure that the RRPTs areundertaken on an arm’s length basis and on normal commercial terms that are not morefavourable to the Related Parties than those normally available to the public and are not to thedetriment of the minority shareholders:(i)(ii)(iii)(iv)a list of Related Parties of the OSKP Group will be circulated to the Directors of theCompany and its subsidiaries to notify that all Recurrent Related Party Transactions arerequired to be undertaken on an arm’s length basis and on normal commercial terms andon terms not more favourable to the Related Parties than those generally available to thepublic and are not detrimental to the minority shareholders;records of Recurrent Related Party Transactions will be retained and compiled for reviewby the Audit Committee;the Audit Committee will review all Recurrent Related Party Transactions. Any member ofthe Audit Committee may, as he/she deems fit, request for additional information pertainingto the Recurrent Related Party Transactions;disclosure on all material Recurrent Related Party Transactions will be made in the AnnualReport of the Company;9

(v)(vi)the Recurrent Related Party Transactions will be conducted at arm’s length and based onnormal commercial terms consistent with the Group’s usual business policies and practices(subject to applicable rules and regulations) and will not be prejudicial to the minorityshareholders;the interested Directors who are members of the Board and Audit Committee will abstainfrom deliberating and voting on all matters pertaining to the Recurrent Related PartyTransactions at the relevant meetings of the Board or Audit Committee; and(vii) the transactions with a Related Party will only be entered into after taking into account thepricing, quality, delivery schedules, level of service and other related factors which aredetermined in accordance to the Group’s business practices and policies, such as calling fortenders, quotations, to ensure that the prices and terms and conditions are based oncompetitive prices of similar products and services in line with industry norms.At least 2 other contemporaneous transactions with unrelated third parties for similarproducts/services and/or quantities will be used as comparison, wherever possible, todetermine whether the price and terms offered to/by the Related Parties are fair andreasonable and comparable to those offered to/by other unrelated third parties for thesame or substantially similar type of products/services and/or quantities.In the event that quotation or comparative pricing from unrelated third parties cannot beobtained, the transaction price will be determined by the Group based on usual businesspractice and on terms which are generally in line with industrial norms and not detrimentalto the Group.The RRPTs will be undertaken based on the prevailing rates/prices of the goods or services(including where applicable, preferential rates/prices/discounts accorded to a class or classes ofcustomers or for bulk purchases) according to commercial terms, business practices and policiesor otherwise in accordance with other applicable industry norms/considerations.There is no amount due and owing to the OSKP Group by its Related Parties pursuant to theRRPTs which has exceeded the credit term. As such, the disclosures as required underParagraphs 16A and 16B in Annexure PN12-A of the Listing Requirements are not applicable.1.7 Statement by the Audit CommitteeThe Audit Committee of the Company has reviewed the procedures as set out in Section 1.6above and is of the view that the said procedures are sufficient to ensure that the RecurrentRelated Party Transactions are conducted at arm’s length basis, on terms not more favourable tothe related parties than those generally available to the public and are not to the detriment of theminority shareholders. Any member of the Audit Committee who is interested in any RecurrentRelated Party Transactions shall not be involved in the review of the Recurrent Related PartyTransactions. The Company has in place adequate procedures and processes to monitor, trackand identify Recurrent Related Party Transactions in a timely and orderly manner.The Audit Committee’s review procedures will be conducted on a quarterly basis togetherwith the review of quarterly results, or such frequency as the Audit Committee considersappropriate having regard to the value and the frequency of the Related PartyTransactions.10

1.8 Disclosure of Recurrent Related Party TransactionsDisclosure will be made in accordance with Paragraph 3.1.5 of Practice Note 12 of the ListingRequirements, which requires a breakdown of the aggregate value of the Recurrent RelatedParty Transactions entered into during the financial year based on the following information:(i)(ii)types of the Recurrent Related Party Transactions made; andnames of the Related Parties involved in each type of the Recurrent Related PartyTransaction made and their relationship with the Company.The above disclosure will be made in the Company’s Annual Report for each subsequent financialyear after the Proposed Renewal of Shareholders’ Mandate has been obtained.1.9 Guidelines on Thresholds of AuthorityThere are no specific thresholds for approval of Recurrent Related Party Transactionswithin the Group. However, the Group has in place internal authority limit thresholdsgoverning all business transactions. As the Recurrent Related Party Transactions areconducted in the ordinary course of business, these are also covered under the sameauthority limit thresholds. All business transactions shall be reviewed and approved by theappropriate levels of authority as determined by the senior management and/or the Boardfrom time to time, subject to the provisions in the Listing Requirements and/or the Act,where necessary. In compliance with Paragraph 10.09(1)(a) of the Listing Requirements, theOSKP Group shall immediately announce a Recurrent Related Party Transaction(s) where:-(i)(ii)the consideration, value of the assets, capital outlay or costs of the RRPT is RM1 million ormore, orthe percentage ratio of such RRPT is 1% or more,whichever is the higher.2.0 RATIONALE FOR THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATEThe Proposed Renewal of Shareholders’ Mandate will enable the OSKP Group to carry outRecurrent Related Party Transactions necessary for the Group’s day-to-day operations, which aretime sensitive in nature, and will eliminate the need to announce and convene separate generalmeetings (if applicable) to seek prior approval of shareholders for such transactions. This willsubstantially reduce the expenses associated with the convening of general meetings on an adhocbasis, improve administration efficiency and allow manpower resources and time to bechannelled towards attaining other corporate objectives.The Recurrent Related Party Transactions carried out within the OSKP Group createsmutual benefits for the companies in the Group, such as expediency and increasedefficiency necessary for day-to-day operations.In addition, the OSKP Group benefits from the close working relationship with the RelatedParties and the prompt and reliable services from them. These Related Parties alsopossess relevant experience and expertise in fields such as property development,construction and management, which are required by the OSKP Group in carrying outsome of its day-to-day operations.11

3.0 FINANCIAL EFFECTS OF THE PROPOSED RENEWAL OF SHAREHOLDERS’MANDATEThe Proposed Renewal of Shareholders’ Mandate will have no material effect on the issued andpaid-up share capital and Major Shareholders’ shareholdings of OSKP, the NA and earnings pershare of the OSKP Group.4.0 INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONSCONNECTED TO THEMTan Sri Ong Leong Huat @ Wong Joo Hwa, being the Interested Major Shareholder andInterested Director and Mr. Wong Chong Kim and Ms. Ong Yee Ching, being the InterestedDirectors in the Recurrent Related Party Transactions have abstained and will continue to abstainfrom Board deliberations and voting on the resolution pertaining to the Proposed Renewal ofShareholders’ Mandate. The Interested Directors and Interested Major Shareholders and/orpersons connected to them will abstain from voting in respect of his/her direct and/or indirectshareholdings in the Proposed Renewal of Shareholders' Mandate at the forthcoming AGM.The Interested Directors and Interested Major Shareholders have undertaken to ensure thatpersons connected to them will abstain from voting in respect of their shareholdings on theresolution pertaining to the Proposed Renewal of Shareholders’ Mandate at the forthcoming AGM.Save as disclosed in this Circular, none of the other Directors and/or Major Shareholders and/orperson connected to the Directors and/or Major Shareholders of OSKP have any interest, direct orindirect, in the Proposed Renewal of Shareholders’ Mandate.The following table illustrates the direct and indirect interests of the Interested Major Shareholdersand Interested Directors of OSKP and persons connected to them as at 20 February 2013, beingthe LPD prior to the printing of this Circular.Shareholding as at 20 February 2013DirectIndirectNo. of Shares % No. of Shares %Interested Major ShareholdersTan Sri Ong Leong Huat @ Wong Joo Hwa 65,137,610 27.08 98,507,537 (1) 40.96Puan Sri Khor Chai Moi - - 99,471,137 (2) 41.36LMSB 98,507,537 40.96 - -Interested DirectorsTan Sri Ong Leong Huat @ Wong Joo Hwa 65,137,610 27.08 107,455,491 (3) 44.68Wong Chong Kim 2,276,967 0.95 - -Ong Yee Ching 248,344 0.10 - -Persons connected to InterestedDirectors/Major Shareholders#Ong Ju Xing5,314,781 2.21 - -Ong Yee Min 82,825 0.03 - -Ong Yin Suen 2,621,477 1.09 - -Ong Ju Yan 680,527 0.28 - -Wong Chong Ngin 27 ^ - -Chew Sue Synn 103,000 0.04 - -Melissa Tan Hui-Ping 65,000 0.03 - -PJ Equity Sdn. Bhd. 875,500 0.36 - -J.B. Properties Sdn. Bhd. 88,100 0.04 - -Wong Chong Shee 701,000 0.29 - -Wong Ah Chiew - - - -12

Notes:-#^Family members of the Interested Directors / Interested Major Shareholders and body corporates wherethe Interested Major Shareholder is deemed interested pursuant to Section 6A of the Act.Negligible(1) Deemed interested pursuant to Section 6A of the Act, by virtue of his substantial shareholdings in LMSB.(2) Deemed interested pursuant to Section 6A of the Act, by virtue of her substantial shareholdings in LMSB, PJD and J.B.Properties Sdn. Bhd.(3) Deemed interested pursuant to Section 6A of the Act, by virtue of his substantial shareholdings in LMSB anddisclosure made pursuant to Section 134(12)(c) of the Act on the interests held by his children.5.0 DIRECTORS’ RECOMMENDATIONThe Directors (with the exception of Tan Sri Ong Leong Huat @ Wong Joo Hwa, Mr. Wong ChongKim and Ms. Ong Yee Ching, who have abstained from making any opinions in respect of theProposed Renewal of Shareholders’ Mandate), having considered all aspects of the ProposedRenewal of Shareholders’ Mandate, namely the RRPTs under item (a) and (b) of Section 1.4above, are of the opinion that it is in the best interest of the Company.The Directors have refrained from forming an opinion on the RRPT under item (c) of Section 1.4above and making any recommendation in respect thereof as the transacting Related Partiescannot be ascertained as at the date of this Circular.Accordingly, the Directors (with the exception of Tan Sri Ong Leong Huat @ Wong Joo Hwa, Mr.Wong Chong Kim and Ms. Ong Yee Ching, who have abstained from making anyrecommendations in respect of the Proposed Renewal of Shareholders’ Mandate) recommendthat the shareholders of OSKP vote in favour of the resolution pertaining to the Proposed Renewalof Shareholders’ Mandate, namely the RRPTs under item (a) and (b) of Section 1.4 above, to betabled at the forthcoming AGM.6.0 TWENTY-THIRD AGMThe Twenty-Third AGM of OSKP, the Extract of Notice of the Twenty-Third AGM of which isenclosed in this Circular, will be held at the Auditorium, 11 th Floor, Plaza OSK, Jalan Ampang,50450 Kuala Lumpur on Wednesday, 10 April 2013 at 10.00 a.m. for the purpose of consideringand, if thought fit, passing the resolution pertaining to the Proposed Renewal of Shareholders’Mandate as described herein.If you are unable to attend and vote in person at the AGM, you are requested to complete andreturn the enclosed Form of Proxy in accordance with the instructions therein as soon as possibleand in any event so as to arrive at the office of the Share Registrar, Securities Services (Holdings)Sdn. Bhd. at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, DamansaraHeights, 50490 Kuala Lumpur, not less than 48 hours before the time fixed for the AGM. Thecompletion and returning of the Form of Proxy will not preclude you from attending and voting inperson at the AGM should you subsequently wish to do so.7.0 FURTHER INFORMATIONYou are advised to refer to the attached Appendix I for further information.THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK13

APPENDIX IFURTHER INFORMATION1. DIRECTORS’ RESPONSIBILITY STATEMENTThis Circular has been seen and approved by the Board of OSKP, and the Directors,individually and collectively, accept full responsibility for the accuracy of the informationcontained in this Circular and confirm that, after making all reasonable enquiries and to thebest of their knowledge and belief, there are no facts, the omission of which would make anystatement herein misleading.2. MATERIAL LITIGATIONSave as disclosed below, as at the LPD, neither OSKP nor its subsidiary companieshave been engaged in any material litigation, claim or arbitration, either as plaintiffor defendant, which has a material effect on the financial position of OSKP and/ orits subsidiary companies and the Board has no knowledge of any proceedingspending or threatened against OSKP and/ or its subsidiary companies or any factlikely to give rise to any proceeding which may materially and adversely affect thefinancial position of OSKP Group:-Metroprime Corporation Sdn Bhd ("MCSB") vs. Atria Damansara Sdn Bhd ("ADSB"):Shah Alam High Court Suit No. 22NCVC-845-2011MCSB, a former tenant of the Atria Shopping Complex ("Atria"), has on 21 July 2011commenced a legal action against ADSB, a wholly owned subsidiary of theCompany, seeking amongst others, a declaration that the termination of its tenancyin the Atria was allegedly null and void. In the alternative, MCSB is also claiming fordamages arising from the alleged wrongful termination. Case management was heldon 18 December 2012 and the List of Witnesses has been submitted to Court.The matter is now fixed for trial on 18 and 19 June 2013.ADSB has also filed an application for security for costs and the application wasallowed on 29 June 2012 wherein the Court ordered MCSB to deposit a sum ofRM100,000 as security for costs with the Defendant’s solicitors as stakeholder. MCSBhas paid the said sum to the stakeholder as ordered.3. MATERIAL CONTRACTSSave as disclosed below, there are no material contracts (not being contracts entered in theordinary course of business) which have been entered into by OSKP and/or its subsidiariesduring the two (2) years immediately preceding the date of this Circular.(i) On 22 March 2011, Wawasan Rajawali Sdn Bhd, a wholly owned subsidiary ofthe Company, entered into a sale and purchase agreement ("SPA") withCyberview Sdn Bhd and Setia Haruman Sdn Bhd for the acquisition of a piece ofland held under H.S.(D) 28819, PT No. 41831, Mukim Dengkil, Daerah Sepang,Negeri Selangor Darul Ehsan measuring approximately 64,320 square metres(692,342 square feet) for a total cash consideration of RM86,542,830.00. TheSPA was completed on 15 September 2011;14

(ii) On 7 March 2012, Potensi Rajawali Sdn Bhd, a wholly-owned subsidiary of theCompany, entered into a conditional SPA with Perniagaan Sri Mujur Maju SdnBhd for the acquisition of two parcels of land held under Geran 307507, Lot10376, Seksyen 23, Mukim Damansara, Daerah Petaling measuringapproximately 40,370 square metres (434,539 square feet) and P.N. 92138, Lot82162, Bandar Shah Alam, Daerah Klang measuring approximately 15,224square metres (163,869 square feet) for a total cash consideration ofRM45,419,167.00. The SPA was completed on 5 April 2012; and(iii) On 25 September 2012, Warisan Rajawali Sdn Bhd, a wholly-owned subsidiary ofthe Company, entered into a conditional SPA with United Accomplishment SdnBhd for the acquisition of a parcel of land held under H.S.(D) 72939, PT 21777,Mukim Sungai Buloh, Daerah Petaling, Negeri Selangor Darul Ehsan measuringapproximately 4,311 square metres (46,407 square feet) for a total cashconsideration of RM12,000,000.00. The SPA was completed on 30 November2012.4. DOCUMENTS FOR INSPECTIONCopies of the following documents will be available for inspection at the Registered Office ofOSKP at 9 th Floor, Plaza OSK, Jalan Ampang, 50450, Kuala Lumpur, during normal businesshours (except public holidays) from the date of this Circular to the date of the AGM:-(a)(b)Memorandum and Articles of Association of the Company;Audited consolidated financial statements of OSKP for the past (2) financial yearsended 31 December 2011 and 31 December 2012;(c) The relevant cause papers in respect of the material litigation referred to in Section 2above; and(d)Material contracts referred to in Section 3 above.15

PART BPROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY16

1.0 INFORMATION ON THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY1.1 Details of the Proposed Renewal of Share Buy-Back AuthorityThe Board of OSKP had, during the AGM held on 5 June 2012 obtained itsshareholders’ approval to continue the share buy-back exercise, to purchaseup to 10% of the total issued and paid-up share capital of the Company asquoted on Bursa Securities as at the point of purchase. In accordance withthe Listing Requirements governing the purchase of own shares by a listedcompany, the aforesaid approval will continue in force until the conclusion ofthe forthcoming AGM of the Company which will be held on Wednesday, 10April 2013 at 10.00 a.m.The Board proposes to seek approval from the shareholders for a renewal ofauthorisation to enable OSKP to purchase up to 10% of the issued and paid-upordinary share capital of the Company as quoted on Bursa Securities as at the point ofpurchase.The Proposed Renewal of Share Buy-Back Authority shall be effective upon thepassing of the resolution at the forthcoming AGM of OSKP and shall continue toremain in force until:(a)(b)(c)the conclusion of the next AGM of the Company following the general meetingat which such resolution was passed, at which time it will lapse, unless byresolution passed at the meeting, the authority is renewed, eitherunconditionally or subject to conditions;the expiration of the period within which the next AGM after that date isrequired to be held pursuant to Section 143(1) of the Act (but must not extendto such extension as may be allowed pursuant to Section 143(2) of the Act); orrevoked or varied by ordinary resolution passed by the shareholders of theCompany in general meeting,whichever is earlier.2.0 RATIONALE FOR THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITYThe Proposed Renewal of Share Buy-Back Authority may enable the Company to utiliseany of its surplus financial resources to purchase its own shares from the market. Itmay stabilise the supply and demand of OSKP Shares traded on the Main Market ofBursa Securities and thereby support its fundamental value.The Proposed Renewal of Share Buy-Back Authority would enhance value forshareholders from a resultant reduction in the number of shares in the market (unlessthe OSKP shares purchased are resold on Bursa Securities).3.0 POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED RENEWALOF SHARE BUY-BACK AUTHORITY3.1 Potential AdvantagesThe potential advantages of the Proposed Renewal of Share Buy-Back Authorityare as follows:-(i)OSKP may be able to stabilise the supply and demand of OSKP Shares in the17

open market and thereby support its fundamental value;(ii)(iii)(iv)(v)General investors’ confidence in the stability of OSKP Shares’ price is expectedto be enhanced as OSKP is empowered to implement the Proposed Renewal ofShare Buy-Back Authority;The OSKP Group will be able to utilise its financial resources that it has noimmediate usage for the purchase of OSKP Shares;The Proposed Renewal of Share Buy-Back Authority will help enhance value forshareholders from a resultant reduction in the number of shares in the market,all things being equal. Further, it may increase the earnings per share when thepurchased shares are cancelled, thereby making the shares more attractive toinvestors; andOSKP may utilise the treasury shares as future dividend pay out to OSKPshareholders and/or for resale in the market should opportunities arise in thefuture.3.2 Potential Disadvantages4.0 FUNDINGThe Proposed Renewal of Share Buy-Back Authority will reduce the financialresources of the Company, which may result in the Company foregoing otherinvestment opportunities that may emerge in the future.Nevertheless, the Proposed Renewal of Share Buy-Back Authority is not expected tohave any potential material disadvantage to the Company and the shareholders, as itwill be implemented only after careful consideration of the financial resources of theGroup and its resultant impact.A sum of not exceeding the Company’s retained profit and/or the share premium account atthe time of purchase(s) will be allocated for the Proposed Renewal of Share Buy-BackAuthority and the Proposed Renewal of Share Buy-Back Authority is expected to be mainlyfinanced by internally generated funds coupled with minimum borrowings. In the eventborrowings are used to finance the Proposed Renewal of Share Buy-Back Authority, the Boardwill ensure that the Company has sufficient funds to repay the borrowings and that therepayment will not have a material effect on the cash flow of the Company.As at 31 December 2012, the Company’s audited retained profit and share premium accountamounted to RM53,929,375 and RM30,188 respectively. Depending on the quantum and thepurchase price, the Proposed Renewal of Share Buy-Back Authority may reduce the workingcapital of the OSKP Group.THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK18

5.0 SHAREHOLDINGS OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND/ORPERSONS CONNECTED TO THEMThe following table illustrates the direct and indirect interests of the Directors, substantialshareholders and any person connected with the Directors and/or substantial shareholders ofOSKP as at 20 February 2013, being the LPD prior to the printing of this Statement:-Shareholding as at20 February 2013Shareholding after theProposed Renewal ofShare Buy-Back Authority §Direct Indirect Direct IndirectNo. ofShares %No. ofShares %No. ofShares %No. ofShares %SubstantialShareholdersTan Sri Ong LeongHuat @ Wong JooHwa65,137,610 27.08 98,507,537 (1) 40.96 65,137,610 29.70 98,507,537 (1) 44.92Puan Sri Khor Chai Moi - - 99,471,137 (2) 41.36 - - 99,471,137 (2) 45.35LMSB 98,507,537 40.96 - - 98,507,537 44.92 - -DirectorsDato’ Nik Mohamed Dinbin Datuk Nik YusoffTan Sri Ong LeongHuat @ Wong JooHwa- - - - - - - -65,137,610 27.08 107,455,491 (3) 44.68 65,137,610 29.70 107,455,491 (3) 49.00Wong Chong Kim 2,276,967 0.95 - - 2,276,967 1.04 - -Ong Yee Ching 248,344 0.10 - - 248,344 0.11 - -Haron bin Datuk TambyChikDato’ Ikmal Hisham binAbdul Aziz- - 130,000 (4) 0.05 - - 130,000 (4) 0.06- - - - - - - -Foo San Kan - - - - - - - -Dr. Ngo Get Ping* - - - - - - - -Dato’ ThanarajasingamSubramaniam*- - - - - - - -Persons connectedto SubstantialShareholders/Directors #Ong Ju Xing5,314,781 2.21 - - 5,314,781 2.42 - -Ong Yee Min 82,825 0.03 - - 82,825 0.04 - -Ong Yin Suen 2,621,477 1.09 - - 2,621,477 1.20 - -Ong Ju Yan 680,527 0.28 - - 680,527 0.31 - -Wong Chong Ngin 27 ^ - - 27 ^ - -Norma Binti AbdulWahab130,000 0.05 - - 130,000 0.06 - -Chew Sue Synn 103,000 0.04 - - 103,000 0.05 - -Melissa Tan Hui-Ping 65,000 0.03 - - 65,000 0.03 - -19

Shareholding as at20 February 2013Shareholding after theProposed Renewal ofShare Buy-Back Authority §Direct Indirect Direct IndirectNo. ofShares %No. ofShares %No. ofShares %No. ofShares %Persons connectedto SubstantialShareholders/Directors #PJ Equity Sdn. Bhd. 875,500 0.36 - - 875,500 0.40 - -J.B. Properties Sdn. Bhd. 88,100 0.04 - - 88,100 0.04 - -Wong Chong Shee 701,000 0.29 - - 701,000 0.32 - -Notes:-*§#^Appointed on 7 March 2013.Assuming that 24,368,674 Shares (being the maximum number of Shares no more than 10% of the issuedand paid-up capital) are bought back and subsequently cancelled and the Shares are acquired from theminority shareholders of OSKP.Family members of the Directors/Substantial Shareholders and body corporates where the SubstantialShareholder is deemed interested pursuant to Section 6A of the Act.Negligible(1) Deemed interested pursuant to Section 6A of the Act by virtue of his substantial shareholdings in LMSB.(2) Deemed interested pursuant to Section 6A of the Act by virtue of her substantial shareholdings in LMSB, PJDand J.B. Properties Sdn. Bhd.(3) Deemed interested pursuant to Section 6A of the Act by virtue of his substantial shareholdings in LMSB anddisclosure made pursuant to Section 134(12)(c) of the Act on the interests held by his children.(4) Disclosure made pursuant to Section 134(12)(c) of the Act on the interests held by his spouse.Save for the resulting increase in percentage shareholdings as a consequence of the sharebuy-back, none of the Directors, substantial shareholders and/or persons connected to themhas any interest, direct or indirect, in the Proposed Renewal of Share Buy-Back Authority orthe resale of treasury shares, if any.6.0 PUBLIC SHAREHOLDINGS SPREADThe Board is mindful of the requirement that the Proposed Renewal of Share Buy-BackAuthority must not result in the number of OSKP Shares which are in the hands of the publicfalling below 25% of the issued and paid-up share capital of OSKP. As at 20 February 2013,the public shareholdings spread of the Company was 26.13% of its issued and paid-up sharecapital. The public shareholdings spread of the Company as at 20 February 2013 and afterincorporating the effects of the Proposed Renewal of Share Buy-Back Authority are asfollows:-Public shareholdingsNo. of Shares %As at 20 February 2013* 63,684,250 26.13After the Proposed Renewal of Share Buy-Back Authority** 42,485,376 17.4320

Notes:-* Taking into consideration the 3,169,800 Shares in the Company’s Share Buy-Back Account retained astreasury shares as at 20 February 2013.** Assuming that the remaining 21,198,874 Shares (being the maximum number of Shares that could bepurchased, i.e. 24,368,674 Shares excluding 3,169,800 treasury shares in the Company’s Share Buy-BackAccount as at 20 February 2013) are bought back and subsequently cancelled and the Shares are acquiredfrom the minority shareholders of OSKP.In any case, the Board will ensure that the share buy-back exercise of the Company beimplemented in such a manner so as not to cause the public shareholdings spread to fallbelow the minimum 25% threshold set by Bursa Securities.7.0 IMPLICATIONS RELATING TO THE CODEPursuant to the Code, a person or a group of persons acting in concert will be required tomake a mandatory general offer if his/their stake(s) in the Company is/are increased tobeyond 33% of its issued and paid-up share capital or if his/their existing shareholding(s)is/are more than 33% but less than 50% and it exceeds by another 2% in any six (6)months’ period.In the event that the share buy-back exercise results in the shareholdings of any of the aboveparties being affected, the said person or group of persons acting in concert will be obliged tomake a mandatory general offer for the remaining OSKP Shares not held by him/them.However, an exemption from a mandatory offer obligation may be granted by the SecuritiesCommission under the Code, subject to the affected person and the parties actingin concert complying with certain conditions, if the obligation is triggered as a result of actionoutside their direct participation.As it is not intended for the share buy-back exercise to trigger the obligation to undertake amandatory general offer by any of its substantial shareholders and/or parties acting in concertwith them, the Company is mindful that only such number of shares are purchased, retainedas treasury shares, cancelled or distributed such that the Code will not be triggered. However,in the event that an obligation to undertake a mandatory offer should arise with respect toany parties from the share buy-back exercise, the relevant parties shall make necessaryapplication to Securities Commission for an exemption from undertaking a mandatory offerunder the Code before a mandatory offer is triggered.THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK21

8.0 EFFECTS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITYThe effects of the Proposed Renewal of Share Buy-Back Authority on the share capital, NAand earnings of the OSKP Group, assuming purchase of own shares up to the maximum tenpercent (10%) of the issued and paid-up share capital of OSKP, are set out below:8.1 Share CapitalIn the event that all the shares purchased are cancelled and on the assumption that theProposed Renewal of Share Buy-Back Authority is exercised in full, the proforma effectsof the Proposed Renewal of Share Buy-Back Authority on the issued and paid-up sharecapital of OSKP as at 20 February 2013 are as follows:No. of SharesRMAs at 20 February 2013 243,686,745 243,686,745Shares to be purchased and cancelledpursuant to the Proposed Renewal of ShareBuy-Back AuthorityAfter the completion of the ProposedRenewal of Share Buy-Back Authority24,368,674 24,368,674219,318,071 219,318,071However, in the event that all OSKP Shares bought back are retained as treasuryshares, the Proposed Renewal of Share Buy-Back Authority will not have any effect onthe issued and paid-up share capital of OSKP.8.2 Net AssetsThe Proposed Renewal of Share Buy-Back Authority may increase or decrease the NAper share of the OSKP Group depending on the purchase price of the shares boughtback in comparison to the NA per share of the OSKP Group at the time that the sharesare purchased.In the event the shares which are retained as treasury shares are resold, the NA of theOSKP Group will increase or decrease depending on whether a gain or a loss is realisedupon the resale. The quantum of the increase or decrease in NA will depend on theactual disposal price and the number of the shares purchased, retained as treasuryshares, which are resold.8.3 EarningsThe effect of the Proposed Renewal of Share Buy-Back Authority on the earnings pershare of the OSKP Group will depend on, inter-alia, the actual number of shares boughtback and the price paid and the effective cost of funding to the OSKP Group, or any lossin interest income to OSKP.In the event the shares which are retained as treasury shares are resold, the extent ofthe effect on earnings of the OSKP Group will depend on the actual selling prices, thenumber of treasury shares resold and the effective gain or interest savings arising.22

9.0 DIRECTORS’ RECOMMENDATIONThe Directors, having considered all aspects of the Proposed Renewal of Share Buy-BackAuthority, are of the opinion that the Proposed Renewal of Share Buy-Back Authority is in thebest interest of the Company. Accordingly, the Directors recommend that the shareholders ofOSKP vote in favour of the resolution pertaining to the Proposed Renewal of Share Buy-BackAuthority to be tabled at the forthcoming AGM.10.0 TWENTY-THIRD AGMThe Twenty-Third AGM of OSKP, the Extract of Notice of the Twenty-Third AGM which isenclosed in this Statement, will be held at the Auditorium, 11 th Floor, Plaza OSK, JalanAmpang, 50450 Kuala Lumpur on Wednesday, 10 April 2013 at 10.00 a.m. for the purpose ofconsidering and, if thought fit, passing resolution pertaining to the Proposed Renewal of ShareBuy-Back Authority as described herein.If you are unable to attend and vote in person at the AGM, you are requested to completeand return the enclosed Form of Proxy in accordance with the instructions therein as soon aspossible and in any event so as to arrive at the office of the Share Registrar, SecuritiesServices (Holdings) Sdn. Bhd. at Level 7, Menara Milenium, Jalan Damanlela, Pusat BandarDamansara, Damansara Heights, 50490 Kuala Lumpur, not less than 48 hours before thetime fixed for the AGM. The completion and returning of the Form of Proxy will not precludeyou from attending and voting in person at the AGM should you subsequently wish to do so.11.0 FURTHER INFORMATIONShareholders are advised to refer to Note 24(a) – Treasury Shares of the AuditedFinancial Statements for the financial year ended 31 December 2012 in the AnnualReport 2012 which is despatched together with this Statement for further informationon purchases made by the Company of its own shares in the last financial year.Yours faithfullyFor and on behalf of the Board ofOSK PROPERTY HOLDINGS BERHADDATO’ NIK MOHAMED DIN BIN DATUK NIK YUSOFFNon-Independent Non-Executive Chairman23

EXTRACT OF NOTICE OF THE TWENTY-THIRD ANNUAL GENERAL MEETINGORDINARY RESOLUTION 8- PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENTRELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSEDRENEWAL OF SHAREHOLDERS’ MANDATE”)"THAT, subject to the provisions of the Listing Requirements of Bursa Malaysia Securities Berhad,approval be and is hereby given to the Company and/or its subsidiary companies to enter intorecurrent related party transactions of a revenue or trading nature as set out in Part A Section 1.4 ofthe Circular to Shareholders dated 19 March 2013, provided that such transactions are undertaken inthe ordinary course of business, on arm’s length basis, on normal commercial terms which are notmore favourable to the related party than those generally available to the public and are notdetrimental to the minority shareholders;THAT such approval shall continue to be in force until:(a) the conclusion of the next Annual General Meeting of the Company at which time it will lapseunless the authority is renewed by a resolution passed at the next Annual General Meeting;(b) the expiration of the period within which the next Annual General Meeting is to be held pursuantto Section 143(1) of the Companies Act, 1965 (“the Act”) (but must not extend to suchextension as may be allowed pursuant to Section 143(2) of the Act); or(c) revoked or varied by resolution passed by the shareholders in a general meeting before the nextAnnual General Meeting;whichever is earlier;AND THAT the Directors of the Company be authorised to complete and do all such acts and things(including executing all such documents as may be required) as they may consider expedient ornecessary to give effect to the Proposed Renewal of Shareholders’ Mandate.”ORDINARY RESOLUTION 9- PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWNSHARES (“PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY”)“THAT, subject always to the Companies Act, 1965, the provisions of the Memorandum and Articlesof Association of the Company, the Listing Requirements of Bursa Malaysia Securities Berhad (“BursaSecurities”) and all other applicable laws, guidelines, rules and regulations, if applicable, the Companybe and is hereby authorised to purchase such amount of ordinary shares of RM1.00 each in theCompany as may be determined by the Directors of the Company from time to time through BursaSecurities as the Directors may deem fit and expedient in the interest of the Company, provided that:(i)the aggregate number of shares purchased does not exceed 10% of the total issued and paidupshare capital of the Company as quoted on Bursa Securities as at the point of purchase;24

(ii) an amount not exceeding the Company's audited retained profit of RM53,929,375 and/or theshare premium account of RM30,188 for the financial year ended 31 December 2012 at the timeof the purchase(s) will be allocated by the Company for the purchase of own shares; and(iii) the Directors of the Company may decide either to retain the shares purchased as treasuryshares or cancel the shares or retain part of the shares so purchased as treasury shares andcancel the remainder or to resell the shares or distribute the shares as dividends;AND THAT the authority conferred by this resolution shall commence immediately and shall continueto be in force until the conclusion of the next Annual General Meeting of the Company following thepassing of this Ordinary Resolution, unless earlier revoked or varied by an Ordinary Resolution of theshareholders of the Company in a general meeting;AND THAT authority be and is hereby given to the Directors of the Company to act and take all suchsteps and do all things as are necessary or expedient to implement, finalise and give full effect to theaforesaid purchase."25