Opcom Berhad : CIRCULAR

THIS CIRCULAR IS IMPORTANT AND REQUIRES

YOUR IMMEDIATE ATTENTION.

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

Bursa Malaysia Securities Berhad ("Bursa Securities") has only conducted a limited review basis on Part A in respect of the Proposed New Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature. Bursa Securities has not perused the Part B Proposed Share Buy- Back Circular prior to its issuance as it is an exempt document pursuant to Guidance Note 22 of the ACE Market Listing Requirements.

Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

OPCOM HOLDINGS BERHAD

Registration No. 199401036979 (322661-W)

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

PART A

PROPOSED NEW SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY

TRANSACTIONS OF A REVENUE OR TRADING NATURE

PART B

PROPOSED NEW SHARE BUY-BACK AUTHORITY

The Resolutions in respect of the above proposals will be tabled as special business at Opcom Holdings Berhad's Twenty-Seventh Annual General Meeting ("27th AGM") to be conducted in a virtual manner through live streaming from the Conference Room of Opcom Holdings Berhad at No. 11, Jalan Utas 15/7, 40200 Shah Alam, Selangor Darul Ehsan ("Broadcast Venue") and online meeting voting provided by Mega Corporate Services Sdn. Bhd. on Thursday, 22 September 2022 at 10:00 a.m. The Notice of 27th AGM together with the Form of Proxy is set out in the Annual Report 2022. You are requested to complete the Form of Proxy in accordance with the instructions printed therein and deposit it to the Poll Administrator's office at Mega Corporate Services Sdn Bhd, Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur or email to [e-mail] later than forty-eight

1. hours before the time stipulated for holding the 27th AGM or any adjournment thereof. Kindly refer to the Administrative Guide to the Shareholders for further information. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so.

Last date and time for lodging the Form of Proxy: Date and time of the 27th AGM:

20 September 2022 at 10:00 a.m.

22 September 2022 at 10:00 a.m.

This Circular is dated 29 July 2022

DEFINITIONS

Unless where the context otherwise requires, the following definitions shall apply throughout this Circular:-

Act	:	Companies Act 2016.
AGM	: Annual General Meeting of Opcom.
Board or	:	The Board of Directors of Opcom.
Board of
Directors
Bursa	:	Bursa Malaysia Securities Berhad [200301033577 (635998-W)]
Securities
CIBC	: CIBC Technology Sdn. Bhd. (formerly known as Sierra Jaya Sdn. Bhd.)
		[199301011913 (266651-P)]
CMSA	: Capital Markets and Services Act 2007.
Code	: Malaysian Code on Take-Overs and Mergers 2016, including any amendments that
		may be made from time to time
Director(s)	: Has the meaning given in Section 2(1) of the CMSA and includes any person who
		is or was within the preceding six (6) months of the date on which the terms of the
		transaction were agreed upon:-

1. a Director of the Company, its subsidiary or holding company; or
2. a Chief Executive Officer of the Company, its subsidiary or holding company.

EPS	: Earnings Per Share
HWSB	: Halex Woolton (M) Sdn. Bhd. [198701002860 (161532-H)]
HCSB	: Hextar Chemicals Sdn. Bhd. [198501000618 (133061-V)]
LPD	: 30 June 2022, being the latest practicable date prior to the printing of this circular.
Listing	: ACE Market Listing Requirements of Bursa Securities, including any amendments
Requirements	that may be made from time to time.
Major	: A person who is or was within the preceding six (6) months of the date on which the
Shareholder	terms of the transaction were agreed upon, has an interest or interests in one or
	more voting shares in the Company and/or any other company which is its
	subsidiary or holding company and the number or aggregate number of those
	shares is:-

1. 10% or more of the aggregate all the voting shares in the Company; or
2. 5% or more of the aggregate 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 8 of the Act.
NA	: Consolidated Net Assets of the Group
OCSB	:	Opcom Cables Sdn. Bhd. [199401037005 (322687-T)]
OESSB	:	Opcom Engineering Services Sdn. Bhd. [201701015735 (1229899-M)]

DEFINITIONS (continued)

OTSB	:	Opcom Trading Sdn. Bhd. [201501029894 (1155217-D)]
OLSSB	:	Opcom Lube & Solutions Sdn. Bhd. [202201006014 (1451711-V)]
OSSSB	:	Opcom Shared Services Sdn. Bhd. [200401027054 (665562-M)]
OVSB	:	Opcom Vision Sdn. Bhd. [202101033401 (1433701-P)]
OVCSB	：	Opcom VC Sdn. Bhd. [202201021405 (1467102-V)]
Opcom or the	:	Opcom Holdings Berhad [199401036979 (322661-W)]
Company
Opcom Group	:	Opcom and its subsidiary companies (including all future subsidiaries which are to
or the Group		be incorporated before the next AGM) as defined in Section 4 of the Act.
PSSB	:	Pengangkutan Sekata Sdn. Bhd. [198601004876 (154036-K)]
Person	:	Such person, in relation to the Director or Major Shareholder, who falls under any
Connected		one of the following categories:-

1. a family member of the Director or Major Shareholder, which a member of the director's family shall have the meaning given in Section 197(2)(a) of the Act;
2. a trustee of a trust (other than a trustee for an employee share scheme or pension scheme) under which the Director, Major Shareholder or a family member of the Director or Major Shareholder is the sole beneficiary;
3. a partner of the Director, Major Shareholder or a partner of a person connected with that Director or Major Shareholder;
4. 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;
5. 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;
6. 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;
7. 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;
8. 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 20% of the votes attached to voting shares in the body corporate; or
9. a body corporate which is a related corporation.

Proposed New : The period during which the RRPTs are to be entered into for which the proposed

Mandatenew shareholders' mandate is being sought. This period shall commence

Periodimmediately upon passing of the Ordinary Resolution relating thereto during forthcoming 27th AGM or any adjournment thereof until: -

DEFINITIONS (continued)

1. the conclusion of the next AGM of the Company following the forthcoming 27th AGM, at which the ordinary resolution for the Proposed Shareholders' Mandate is passed, at which time it shall lapse, unless the authority is renewed by a resolution passed at the next AGM; or
2. the expiration of the period within which the next AGM of Opcom after that date it is required by law to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or
3. revoked or varied by an ordinary resolution passed by the shareholders of Opcom in a general meeting;

whichever is earlier.

Proposed New : Proposed new shareholders' mandate for the RRPTs, as set out in Section 2.3(ii)

Mandate	of Part B of this Circular to be obtained from shareholders of the Company
RRPTs	: Transactions entered into or proposed to be entered into by the Company and/or
	its subsidiary which involve the interest, direct or indirect, of a Related Party and
	which are recurrent, of a revenue or trading nature and which are necessary for
	day-to-day operations of Opcom and are in the ordinary course of business of
	Opcom
Related Party	: A Director, a Major Shareholder or person connected with such Director or Major
	Shareholder.

Related Party : A transaction entered into by the Opcom Group which involves the interest, direct

Transaction		or indirect, of a Related Party.
RM and Sen	: Ringgit Malaysia and Sen respectively.
SC	:	Securities Commission
SCHSB	: SeeChem Horizon Sdn. Bhd. [201601040750 (1211691-A)]
Senior	:	Full time employees of Opcom Group with designation of managers and above.
Management
Shares	: Ordinary Shares in Opcom.
TKRSB	: TK Rentals Sdn. Bhd. [201001000267 (884835-W)]
UCSB	:	Unigel Compounds Sdn. Bhd. [199701027440 (442938-M)]

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include corporations.

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 reference to Malaysian time, unless otherwise stated.

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TABLE OF CONTENTS

PART A : PROPOSED NEW SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

LETTER TO SHAREHOLDERS OF OPCOM

			PAGE
1.	INTRODUCTION	1
2.	DETAILS OF THE PROPOSED NEW MANDATE	2
	2.1	Principal activities of Opcom Group	3
	2.2	Classes of Related Parties	3
	2.3	Nature of RRPTs	4
	2.4	Review methods or procedures for RRPTs	5
	2.5	Statement by Audit Committee	6
	2.6	Amount due and owing by the Related Parties	6
	2.7	Disclosure	7
3.	RATIONALE AND THE BENEFITS OF THE PROPOSED NEW MANDATE	7
4.	EFFECTS OF THE PROPOSED NEW MANDATE	7
5.	APPROVAL REQUIRED	7
6.	VALIDITY PERIOD FOR THE PROPOSED NEW MANDATE	7
7.	DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS	8
8.	DIRECTORS' STATEMENT AND RECOMMENDATION	8
9.	ANNUAL GENERAL MEETING	9
10.	FURTHER INFORMATION	9