NTPM Berhad : Share Buy-Back Statement in relation to the Proposed Renewal of Authority for the purchase of own shares by NTPM Holdings Berhad

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 adviser immediately.

Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused this Share Buy-Back Statement ("Statement") prior to its issuance as they are prescribed as exempt Statement as outlined in the Main Market Listing Requirements of Bursa Securities.

Bursa Securities takes no responsibility for the contents of this Statement, 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 Statement.

NTPM HOLDINGS BERHAD

Registration No.: 199601012313 (384662-U)

(Incorporated in Malaysia)

SHARE BUY-BACK STATEMENT

IN RELATION TO THE

PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

The Ordinary Resolution in respect of the above proposal will be tabled as Special Business at the Twenty-fifth Annual General Meeting ("25th AGM") of the Company that will be conducted on a fully virtual basis through live streaming and online remote voting via the Remote Participation and Voting ("RPV") facilities to be provided by SS E Solutions Sdn. Bhd. via Securities Services e-Portal's platform at https://sshsb.net.my/. Please follow the procedures provided in the Administrative Guide for the 25th AGM in order to register, participate and vote remotely via the RPV facilities.

The Notice of the 25th AGM together with a Form of Proxy set out in the Annual Report 2021 are sent together with this Statement.

If you are unable to participate the 25th AGM and wish to appoint a proxy or proxies instead, you may complete the Form of Proxy and submit electronically via SSeP at https://sshsb.net.my/or email to [e-mail] deposit it at the Registered Office of the Company at Suite 18.05, MWE Plaza, No. 8, Lebuh Farquhar, 10200 George Town, Penang on or before the time and date indicated below.

Last date and time for lodging the Form of Proxy

Date and time of the 25th AGM

• Wednesday, 22 September 2021 at 9.30 a.m.
• Friday, 24 September 2021 at 9.30 a.m. or at any adjournment thereof

This Statement is dated 26 August 2021

DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this Statement: -

Act	- Companies Act, 2016 or any statutory modification,
	amendment or re-enactment thereof for the time being
	in force
AGM	- Annual General Meeting
Annual Report 2021	- Annual Report of NTHB issued for the financial year
	ended 30 April 2021
Board	- The Board of Directors of NTHB
Bursa Depository	- Bursa Malaysia Depository Sdn Bhd
	Registration No. 198701006854 (165570-W)
Bursa Securities	- Bursa Malaysia Securities Berhad
	Registration No. 200301033577 (635998-W)
Code	- Malaysian Code on Take-Overs and Mergers 2016 read
	together with the Rules on Take-Overs, Mergers and
	Compulsory Acquisitions, as amended from time to time
Constitution	- The Constitution of NTHB including any amendments
	thereto that may be made
EPS	- Earnings per share
FYE	- Financial year ended / ending, as the case may be
Listing Requirements	- Listing Requirements of Bursa Securities that are
	applicable for the Main Market of Bursa Securities,
	including any amendments thereof that may be made
	from time to time
LPD	- 30 July 2021, being the latest practicable date prior to
	the printing of this Statement
Major Shareholder	- A person who has an interest or interests in one or
	more voting shares in a corporation and the number or
	aggregate number of those shares, is -
	(a) 10% or more of the total number of voting shares
	in the corporation; or
	(b) 5% or more of the total number of voting shares in
	the corporation where such person is the largest
	shareholder of the corporation.
	For the purposes of this definition, "interest in shares"
	shall have the same meaning given in Section 8 of the
	Act.
Market Day	- Any day between Mondays and Fridays (both inclusive)
	which Bursa Securities is open for the trading of
	securities
Minister	- The Minister charged with the responsibility for
	companies

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DEFINITIONS (cont'd)

NA	- Net assets
NTHB or the Company	- NTPM Holdings Berhad, Registration No. 199601012313
	(384662-U)
NTHB Group or the	- NTHB and its subsidiaries
Group
Proposed Renewal of	- Proposed renewal of existing authority for the Company
Share Buy-Back	to purchase its own shares up to a maximum of ten
Authority	percent (10%) of its total number of issued Shares of
	the Company
Purchased Shares	- Shares to be purchased by the Company pursuant to
	the Proposed Renewal of Share Buy-Back Authority
Record of Depositors	- A record maintained by Bursa Depository pursuant to its
	rules, including any amendment thereof
RM and sen	- Ringgit Malaysia and sen, respectively
SC	- Securities Commission Malaysia
Share(s)	- Ordinary Share(s) in NTHB
Shareholders	- Shareholders of NTHB
Share Buy-Back	- The proposed purchase by NTHB of its own shares
	pursuant to the Proposed Renewal of Share Buy-Back
	Authority
Substantial	- A person who has an interest or interests in one or
Shareholder	more voting Shares in the Company and the number or
	the aggregate number of those Shares is not less than
	5% of the total number of all the voting Shares in the
	Company as defined under Section 136 of the Act
Treasury Shares	- The Shares purchased by the Company which are or will
	be retained in treasury and shall have the meaning
	given under Section 127 of the Act

Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Any reference to persons shall include corporations, unless otherwise specified.

Any reference to a time of day in this Statement is a reference to Malaysian time, unless otherwise stated. Any reference in this Statement to any legislation is a reference to that legislation as for the time being amended or re-enacted. Certain figures in this Statement have been subject to rounding adjustments.

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TABLE OF CONTENT	PAGE
1.	INTRODUCTION	1

2. DETAILS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

2.1	Details of the Proposed Renewal of Share Buy-Back Authority	1
2.2	Funding for the Share Buy-Back	2
2.3	Status and Treatment of Purchased Shares	3
2.4	Rationale/Potential Advantages and Disadvantages of Proposed	3
	Renewal of Share Buy-Back Authority
2.5	Public Shareholding Spread	5
2.6	Implication Relating to the Code	5
2.7	Purchase, Resale and Cancellation of the Purchased Shares	5
	made in the previous twelve (12) months
2.8	Historical Share Prices	6

3. EFFECTS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

	3.1	Share Capital	6
	3.2	Earnings and EPS	7
	3.3	NA, Gearing and Working Capital	7
	3.4	Dividends	7
	3.5	Shareholdings of Directors, Substantial Shareholders and	8
		Persons connected to them
4.	INTERESTS OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS	11
	AND/OR PERSONS CONNECTED TO THEM
5.	APPROVAL REQUIRED	11
6.	BOARD OF DIRECTORS' RECOMMENDATION	11
7.	OTHER INFORMATION	11
APPENDIX A - FURTHER INFORMATION	12

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NTPM HOLDINGS BERHAD

Registration No. 199601012313 (384662-U)

(Incorporated in Malaysia)

PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

1. INTRODUCTION
   The Company had at the Twenty-fourth (24th) AGM held on 25 September 2020, obtained its Shareholders' approval to undertake the share buy-back of up to ten percent (10%) of the total number of issued shares of NTHB. The authority obtained by the Board for the purchase of its own ordinary shares by the Company shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming 25th AGM, unless a renewal of the authority is obtained from Shareholders of NTHB at the AGM.
   On 23 July 2021, the Board announced the Company's intention to seek the Shareholders' authorisation for the Proposed Renewal of Share Buy-Back Authority by way of passing ordinary resolution at the forthcoming 25th AGM to be convened on Friday, 24 September 2021.
   The purpose of this Statement is to provide you with the relevant details of the Proposed Renewal of Share Buy-Back Authority and to seek your approval on the relevant ordinary resolution pertaining to the Proposed Renewal of Share Buy- Back Authority under one of the agenda items for Special Business to be tabled at the forthcoming 25th AGM of the Company.
   The Notice of convening the 25th AGM together with the Proxy Form, Administrative Guides and this Statement, are also made available at the Company's website at https://www.ntpm.com.my.
   SHAREHOLDERS OF NTHB ARE ADVISED TO READ AND CONSIDER THE CONTENTS OF THIS STATEMENT CAREFULLY BEFORE VOTING ON THE ORDINARY RESOLUTION PERTAINING TO THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY TO BE TABLED AT THE FORTHCOMING AGM.
2. DETAILS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY
   2.1 Details of the Proposed Renewal of Share Buy-Back Authority
   The Company proposes to seek the approval from its Shareholders for a renewal of authority to purchase and/or hold from time to time and at any time up to ten percent (10%) of the total number of issued shares of the Company at any point of time subject to compliance with Section 113(5) and 127 of the Act, the Listing Requirements and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities. The purchase of the Company's own Shares will be carried out on Bursa Securities through an appointed stockbroker.
   As at LPD, the total number of issued Shares of NTHB is 1,123,200,000 Shares (inclusive of 160,000 Treasury Shares, representing 0.01424501% of the total number of issued Shares of the Company).

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