Hartalega Berhad : Share Buy-back Statement 2022

THIS 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, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY.

Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused this information relating to the share buy-back statement prior to its issuance as it is an exempt document. Bursa Securities takes no responsibility for the contents of this share buy-back statement, makes no representation as to its accuracy and 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 share buy-back statement.

HARTALEGA HOLDINGS BERHAD

Registration No. 200601022130 (741883-X)

(Incorporated in Malaysia)

SHARE BUY-BACK STATEMENT IN RELATION TO THE

PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITHY

The ordinary resolution in respect of the above proposal will be tabled at our Company's Sixteenth (16th) Annual General Meeting ("16th AGM") to be held at Boardroom 2&3, 1st Floor, Sime Darby Convention Center, No. 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Thursday, 1 September 2022, at 9.30 a.m.

The Notice of the 16th AGM of our Company together with the Proxy Form are enclosed in our Company's 2022 Annual Report.

The Proxy Form should be completed and lodged at the Company Registrar, Boardroom Share Registrars Sdn Bhd at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia or via electronic means through the Boardroom Smart Investor Portal at https://investor.boardroomlimited.com by logging in and selecting "Hartalega Holdings Berhad Sixteenth (16th) Annual General Meeting" from the list of Corporate Meetings to deposit the proxy form electronically not less than forty-eight (48) hours before the time appointed for holding of the meeting or at any adjournment thereof.

This Statement is dated 29 July2022

DEFINITIONS

For the purpose of this Statement, except where the context otherwise requires, the following definitions shall apply:-

Act	: Companies Act, 2016 as amended from time to time and any re-enactment
		thereof
AGM	:	Annual general meeting
Board	: Board of Directors of our Company
Bursa Depository	: Bursa Malaysia Depository Sdn Bhd
Bursa Securities	: Bursa Malaysia Securities Berhad
EPS	:	Earnings per Share
FYE	:	Financial year(s) ended/ending
Listing Requirements	: Main Market Listing Requirements of Bursa Securities,	including any
		amendments from time to time thereto
LPD	: 30 June 2022, being the latest practicable date prior to the printing of this
		Statement
HHB or our Company	:	Hartalega Holdings Berhad
HHB Group	: HHB and our subsidiaries, collectively
HHB Share(s) or Share(s)	: Ordinary share(s) in HHB
NA	:	Net assets
Proposed Renewal	: Proposed renewal of the authority for our Company to	carry out the
		Proposed Share Buy-Back
Proposed Share Buy-Back	: Proposed purchase up to ten percent (10%) of our Company's issued and
		paid-up share capital pursuant to Section 127 of the Act
Record of Depositors	: A record provided by Bursa Depository under Chapter 24 of the rules of
		Bursa Depository
Rules	: Rules on Take-Overs, Mergers and Compulsory Acquisitions, 2016, as
		amended from time to time and any re-enactment thereof
Statement	:	This Share Buy-Back Statement dated 29 July 2022

All references to "our Company" in this Statement are to HHB, and references to "our Group" are to our Company and subsidiaries collectively.

References to "we", "us", "our" and "ourselves" are to our Company, and save where the context otherwise requires, shall include our subsidiaries.

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

Words denoting the singular shall, where applicable, include the plural and vice versa, and words denoting the masculine shall, where applicable, include the feminine and/or neuter genders, and vice versa. References to persons shall include corporations, unless otherwise specified.

Any reference to time of day in this Statement shall be a reference to Malaysian time, unless otherwise stated.

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TABLE OF CONTENTS
1.	INTRODUCTION........................................................................................................................................	1
2.	DETAILS OF THE PROPOSED RENEWAL ...........................................................................................	1
3.	RATIONALE AND POTENTIAL ADVANTAGES OF THE PROPOSED SHARE BUY-BACK .....	3
4.	POTENTIAL DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK .................................	4
5.	EFFECTS OF THE PROPOSED SHARE BUY-BACK ..........................................................................	4

6. INTERESTS OF THE DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND/OR PERSON

CONNECTED TO THEM ..........................................................................................................................	6
7. IMPLICATIONS OF THE PROPOSED SHARE BUY-BACK IN RELATION TO THE RULES ....	7

8. PURCHASE, RESALE, TRANSFER OR CANCELLATION OF TREASURY SHARES IN THE

	PREVIOUS TWELVE (12) MONTHS ......................................................................................................	7
9.	HISTORICAL SHARE PRICES ................................................................................................................	7
10.	APPROVAL REQUIRED ...........................................................................................................................	8
11.	DIRECTORS' STATEMENT AND RECOMMENDATION..................................................................	8
12.	FURTHER INFORMATION .....................................................................................................................	8
	APPENDIX I - FURTHER INFORMATION...........................................................................................	9

THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

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HARTALEGA HOLDINGS BERHAD

Registration No. 200601022130 (741883-X)

(Incorporated in Malaysia)

1. INTRODUCTION
   On 5 July 2022, it was announced that the Company intends to seek the approval of its shareholders for the Proposed Renewal at our forthcoming AGM.
   THE PURPOSE OF THIS STATEMENT IS TO PROVIDE YOU WITH RELEVANT INFORMATION FOR THE PROPOSED RENEWAL AND TO SEEK YOUR APPROVAL FOR THE ORDINARY RESOLUTION PERTAINING TO THE PROPOSED RENEWAL TO BE TABLED AT OUR FORTHCOMING 16th AGM, WHICH WILL BE HELD AT BALLROOM 2&3, 1ST FLOOR, SIME DARBY CONVENTION CENTERE, NO. 1A, JALAN BUKIT KIARA 1, 60000 KUALA LUMPUR ON THURSDAY, 1 SEPTEMBER 2022, AT 9.30 A.M.
   YOU ARE ADVISED TO READ AND CAREFULLY CONSIDER THE CONTENTS OF THIS STATEMENT BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED RENEWAL TO BE TABLED AT THE FORTHCOMING AGM.
2. DETAILS OF THE PROPOSED RENEWAL
   At the Fifteenth (15th) AGM of our Company held on 7 September 2021, our shareholders had, inter- alia, approved the renewal of authority to our Company to purchase up to ten percent (10%) of the issued and paid-up share capital of our Company. The aforesaid approval will continue in force until the conclusion of the forthcoming Sixteenth (16th) AGM, which will be held on 1 September 2022.
   Therefore, your approval is required for the Proposed Renewal. The Proposed Renewal will be effective immediately after the passing of the ordinary resolution to be tabled at our forthcoming AGM and will continue to be in force until:
3. 1. the conclusion of our next AGM, at which time the authority will lapse unless renewed by ordinary resolution, either unconditionally or subject to conditions; or
   2. the expiration of the period within which our next AGM after that date is required by law to be held; or
   3. the authority is revoked or varied by ordinary resolution passed by our shareholders in a general meeting,

whichever occurs first.

Your approval for the Proposed Renewal does not impose an obligation on our Company to purchase its own Shares. Rather, it will allow our Board to exercise the power of our Company to purchase its own Shares at any time within the abovementioned time period.

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2.1 Quantum and funding

Our Board is proposing to seek a renewal of mandate from our shareholders to purchase up to ten per cent (10%) of its issued and paid-up share capital of our Company at any point in time subject to the compliance with the provisions of the Act and the requirements of Bursa Securities and/or any other relevant authorities.

For illustration purposes, the maximum number of Shares that may be purchased under the Proposed Renewal based on the existing issued and paid-up share capital as at LPD are as follows:-

	No. of Shares
Issued and paid-up share capital as at LPD	3,427,606,863
10% of the enlarged issued and paid-up share capital	342,760,686
Maximum number of Shares that may be purchased pursuant to the Proposed	342,760,686
Renewal

The purchase of the Shares by our Company from the open market on Bursa Securities will be made through a stockbroker appointed by our Company.

Shares to be purchased by the Company pursuant to the Proposed Renewal will be funded from internally generated funds and/or bank borrowings. Under the Listing Requirements, the maximum funds to be utilised for the purchase of HHB's own Shares cannot exceed the level of retained profits of the Company.

Based on the latest audited financial statement of HHB as at 31 March 2022, its retained earnings stood at RM456,654,283.

Accordingly, our Directors shall allocate an amount of funds which will not be more than the total amount of the retained profits in respect of any purchase of our own Shares pursuant to the Proposed Share Buy- Back.

The actual number of HHB Shares to be purchased, the total amount of funds to be utilised, details of borrowings, impact on cash flows and the timing of the purchase(s) will depend on the prevailing equity market conditions and sentiments as well as the financial resources available to the Company at the time of the purchase(s). In the event bank borrowings are taken to fund the purchase of HHB's own Shares pursuant to the Proposed Share Buy-Back, our Board will ensure that our Company has the capability to repay such borrowings and that such repayment will not have a material effect on our Group's cash flow.

2.2 Treatment of Shares purchased

In accordance with Section 127 of the Act, the Shares purchased may be dealt by our Board in the following manner:

1. cancel the Shares so purchased; or
2. retain the Shares so purchased as treasury shares and held by our Company; or
3. retain part of the Shares so purchased as treasury shares and cancel the remainder,

the purchased Shares held as treasury shares may be distributed as dividends to our shareholders and/or resold on the market of Bursa Securities in accordance with the relevant rules of Bursa Securities and/or subsequently cancelled.

The actual treatment of the Shares purchased would depend on, inter-alia, the prevailing equity market conditions and our financial position at the time of the purchase(s).

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