lotte chemical titan holding berhad circular to .... circular.pdf · lotte chemical titan holding...

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 professional adviser immediately.

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

LOTTE CHEMICAL TITAN HOLDING BERHAD(Registration No. 199101012045 (222357-P))

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE

PROPOSED ESTABLISHMENT OF A DIVIDEND REINVESTMENT SCHEME THAT PROVIDES THE SHAREHOLDERS OF LOTTE CHEMICAL TITAN HOLDING BERHAD (“LCT”) WITH AN OPTION TO ELECT TO REINVEST THEIR CASH DIVIDENDS IN NEW ORDINARY SHARES OF LCT (“PROPOSED DRS”)

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Adviser

This Circular is dated 1 September 2020

The Notice of the Extraordinary General Meeting (“EGM”) together with the Form of Proxy are enclosed with this Circular. The EGM will be held on virtual basis through live streaming from the broadcast venue at Tricor Business Centre, Manuka 2 & 3 Meeting Room, Unit 29-01, Level 29, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, on Thursday,24 September 2020 at 10.00 a.m. using the Remote Participation and Voting Facilities provided by Tricor Investor & Issuing House Services Sdn Bhd via its TIIH Online website at https://tiih.online.

You are entitled to attend and vote at the EGM. Should you be unable to attend the EGM, you are entitled to appoint not more than 2 proxies to attend and vote on your behalf. You should complete, sign and deposit the enclosed Form of Proxy at the office of the share registrar of LCT, Tricor Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time stipulated for holding the EGM as indicated below. The proxy appointment may also be submitted electronically via TIIH Online website at https://tiih.online not less than 48 hours before the time appointed for holding the EGM. The lodging of the Form of Proxy will not preclude you from attending, speaking and voting in person at the EGM should you subsequently wish to do so.

Last date and time for lodging the Form of Proxy for the EGM

: Tuesday, 22 September 2020 at 10.00 a.m.

Date and time of the EGM : Thursday, 24 September 2020 at 10.00 a.m.








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DEFINITIONS

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Except where the context otherwise requires, the following definitions shall apply throughout this Circular and the accompanying appendices:

Act : Companies Act, 2016

AGM : Annual general meeting

Allotment Date : The date of allotment and issuance of New LCT Shares which falls within 8 Market Days from the Expiry Date or such other period as may be prescribed by Bursa Securities

Board : Board of Directors of LCT

Bursa Depository : Bursa Malaysia Depository Sdn Bhd (198701006854 (165570-W))

Bursa Securities : Bursa Malaysia Securities Berhad (200301033577 (635998-W))

CDS : Central Depository System

Circular : This circular to Shareholders dated 1 September 2020 in relation to the Proposed DRS

CMSA : Capital Markets and Services Act, 2007

COVID-19 : Coronavirus disease

Director(s) : The director(s) of LCT and shall have the meaning given in Section 2(1) of the CMSA

Dividend(s) : Cash dividend(s) declared by LCT, whether interim, final, special or any other types of cash dividend

Dividend Payment Account

: The non-interest bearing account opened by LCT to facilitate the payment of Dividend(s)

DRF : Dividend Reinvestment Form issued in connection with the Proposed DRS and contained in the Notice of Election

e-DRF : Electronic Dividend Reinvestment Form issued in connection with the Proposed DRS and contained in the e-NOE

e-NOE : Electronic Notice of Election (in such form as the Directors may approve) by which the Shareholders elect to participate in the Proposed DRS through the e-DRF contained in the e-NOE

EGM : Extraordinary general meeting

Electable Portion : The whole or a portion of a Dividend that may be declared by the Company to which the Board, in its absolute discretion, determines whether the Reinvestment Option applies

Entitlement Date : The date as at the close of business (to be determined and announced later by the Board) on which Shareholders’ names appear in the Record of Depositors of the Company in order to participate in the Proposed DRS applicable to a Dividend

EPS : Earnings per share

Expiry Date : The last day (which will be a date to be fixed and announced by the Board and which shall be at least 14 days from the date of Notice of Election is despatched or e-NOE is sent or such period as may be prescribed by Bursa Securities) by which an election to be made by a Shareholder in relation to the Electable Portion must be received by the Share Registrar or at such address as may be determined by the Company from time to time

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DEFINITIONS (Cont’d)

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First Implementation : Implementation of the Proposed DRS for the first Dividend to which the Reinvestment Option applies

Foreign Addressed Shareholders

: Shareholders with addresses outside Malaysia as set out in the Record of Depositors of the Company as at the relevant Entitlement Date

FPE : Financial period ended

FYE : Financial year ended

Issue Price : The issue price of the New LCT Shares, to be determined by the Board on the Price Fixing Date, which shall be an issue price of not more than 10% discount to the 5-day VWAMP of LCT Shares immediately prior to the Price Fixing Date. The VWAMP shall be adjusted ex-Dividend before applying the aforementioned discount in fixing the issue price at the material time

LCT or Company : Lotte Chemical Titan Holding Berhad (199101012045 (222357-P))

LCT Group or Group : LCT and its subsidiary companies, collectively

LCT Share(s) or Share(s)

: Ordinary share(s) in LCT

Listing Requirements : Main Market Listing Requirements of Bursa Securities

LPD : 13 August 2020, being the latest practicable date prior to the date of this Circular

Market Day(s) : A day on which the stock market of Bursa Securities is open for trading in securities

NA : Net assets

New LCT Share(s) : New LCT Share(s) to be issued pursuant to the Proposed DRS

Non-Electable Portion : The portion of a Dividend that may be declared by the Company to which the Reinvestment Option does not apply, as determined by the Board

Non-public Shareholders

: Directors, major shareholders, directors of the subsidiary companies of LCT and other interested persons (including persons connected with a Director or substantial shareholder) of LCT

Notice(s) of Election : Notice(s) of election (in such form as the Board may approve) by which the Shareholders elect to Participate in the Proposed DRS through the DRF contained in the Notice of Election

Price Fixing Date : The date on which the Issue Price will be determined by the Board, in its absolute discretion which shall not be later than the announcement of the Entitlement Date for each Dividend

Proposed DRS : Proposed establishment of a dividend reinvestment scheme that provides the Shareholders with the option to elect to reinvest their cash dividends in New LCT Shares

PIVB or Adviser : Public Investment Bank Berhad (197401002880 (20027-W))

Record of Depositors : The record of securities holders established and maintained by Bursa Depository

Reinvestment Option : The option given to Shareholders pursuant to the Proposed DRS and at the Board’s discretion, to reinvest all or part of the Electable Portion of a Dividend in New LCT Shares

RM and sen : Ringgit Malaysia and sen, respectively

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DEFINITIONS (Cont’d)

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Rules : Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia

Shareholder(s) : Shareholder(s) of LCT

Share Registrar : Tricor Investor & Issuing House Services Sdn Bhd (197101000970 (11324-H))

Subsequent Implementations

: Subsequent implementations of the Proposed DRS for any future Dividend to which the Reinvestment Option applies

TIIH Online : The Share Registrar’s online system (only available to individual Shareholders)

VWAMP : Volume weighted average market price

Words incorporating the singular shall, where applicable, include the plural and vice versa. Words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa.

Any reference to persons shall include a corporation, unless otherwise specified. All references to “you” and “your” in this Circular are to the shareholders of LCT. All references to “we”, “us”, “our” and “our Company” are to our Company, or where the context otherwise requires, our Company and our subsidiaries. Our “Group” collectively refers to our Company and our subsidiaries.

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 a day in this Circular shall be a reference to Malaysian time, unless otherwise specified.

Any discrepancy in the figures included in this Circular between the amounts stated, actual figures and the totals are due to rounding.

THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

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CONTENTS

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PAGE

EXECUTIVE SUMMARY v

LETTER TO THE SHAREHOLDERS IN RELATION TO THE PROPOSED DRSCONTAINING:

1. INTRODUCTION 1

2. DETAILS OF THE PROPOSED DRS 1

3. RATIONALE FOR THE PROPOSED DRS 7

4. EFFECTS OF THE PROPOSED DRS 8

5. FINANCIAL AND OPERATIONAL IMPACT OF THE COVID-19 PANDEMIC ON THE GROUP

10

6. HISTORICAL SHARE PRICES 11

7. APPROVALS REQUIRED 11

8. ESTIMATED TIMEFRAME FOR THE IMPLEMENTATION OF THE PROPOSED DRS

12

9. INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM

12

10. OTHER CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION

12

11. DIRECTORS’ STATEMENT AND RECOMMENDATION 13

12. EGM 13

13. FURTHER INFORMATION 13

APPENDICES

I. DIVIDEND REINVESTMENT SCHEME STATEMENT 14

II. FURTHER INFORMATION 33

NOTICE OF EGM ENCLOSED

FORM OF PROXY ENCLOSED

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EXECUTIVE SUMMARY

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ALL DEFINITIONS USED IN THIS EXECUTIVE SUMMARY SHALL HAVE THE SAME MEANING AS THE WORDS AND EXPRESSIONS PROVIDED IN THE “DEFINITIONS” SECTION AND CONTEXT OF THE CIRCULAR.

THIS EXECUTIVE SUMMARY HIGHLIGHTS ONLY THE PERTINENT INFORMATION OF THE PROPOSED DRS. SHAREHOLDERS ARE ADVISED TO READ THIS CIRCULAR IN ITS ENTIRETYFOR FURTHER DETAILS AND CAREFULLY CONSIDER THE INFORMATION AND RECOMMENDATION CONTAINED IN THE LETTER FROM THE BOARD TO THE SHAREHOLDERS BEFORE VOTING ON THE RESOLUTIONS PERTAINING TO THE PROPOSED DRS TO BE TABLED AT THE FORTHCOMING EGM.

Key information Description Details of the Proposed DRS

The Proposed DRS will provide Shareholders with an option to elect to reinvest, in whole or in part, their Dividends declared by LCT, whether interim, final, special or other Dividends in New LCT Shares in lieu of receiving cash.

In relation to any Dividends declared, the Board may, at its absolute discretion, determine whether to pay such Dividends in cash or to offer Shareholders the Reinvestment Option and where applicable, the size of the Electable Portion. Shareholders should note that the Company is not obliged to implement the Proposed DRS for every Dividend declared.

Further details of the Proposed DRS is set out in Section 2 of this Circular.

Rationale for the Proposed DRS

On 30 July 2020, the Company announced that its public shareholding spread of 23.97% is below the minimum public shareholding spread requirement pursuant to Paragraph 8.02(1) of the Listing Requirements. The implementation of the Proposed DRS is intended to facilitate the Company to address the shortfall in its public shareholding spread.

In addition, the Proposed DRS also provides LCT with capital management benefits such as strengthening its capital position and improving the liquidity of LCT Shares as well as providingan opportunity to the Shareholders to increase their equity interest in LCT at a discount.

Further details on the rationale for the Proposed DRS is set out in Section 3 of this Circular.

Approvals required

The establishment and implementation of the Proposed DRS are conditional upon approvals of the following parties being obtained:

(i) Shareholders for the establishment of the Proposed DRS and the issuance of New LCT Shares in respect of the First Implementation at the forthcoming EGM of the Company;

(ii) Bursa Securities for the listing of and quotation for the New LCT Shares to be issued pursuant to the First Implementation on the Main Market of Bursa Securities; and

(iii) any other relevant authorities, if required.

Further details on the approvals required is set out in Section 7 of this Circular.

Directors’ statement and recommendation

The Board, having considered all aspects of the Proposed DRS, including but not limited to the rationale and effects of the Proposed DRS, is of the opinion that the Proposed DRS is in the best interest of the Company. Accordingly, the Board recommends that the Shareholders vote in favour of the resolutions in relation to the Proposed DRS to be tabled at the forthcoming EGM.

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Registered Office:6th Floor, Bangunan Malaysian Re

No.17, Lorong DungunDamansara Heights

50490 Kuala Lumpur

1 September 2020

Board of Directors:

Tan Sri Dato’ Abdul Rahman bin Mamat (Chairman, Independent Non-Executive Director)Tan Sri Datuk (Dr.) Rafiah binti Salim (Independent Non-Executive Director)Tan Sri Datin Paduka Siti Sa’diah Binti Sheikh Bakir (Independent Non-Executive Director)Mr. Ang Ah Leck (Independent Non-Executive Director)Dr. Lee Dong Woo (Non-Independent Executive Director, President and Chief Executive Officer)Mr. Lee Kwan Ho (Non-Independent Executive Director)Ms. Park Jae Sun (Non-Independent Non-Executive Director)

To: The Shareholders

Dear Sir/Madam,

PROPOSED DRS

1. INTRODUCTION

On 30 July 2020, PIVB had, on behalf of the Board, announced that the Company proposed to undertake the Proposed DRS.

THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE RELEVANT INFORMATION OF THE PROPOSED DRS AND TO SEEK YOUR APPROVAL FOR THE ORDINARY RESOLUTIONS PERTAINING TO THE PROPOSED DRS TO BE TABLED AT THE FORTHCOMING EGM FOR WHICH THE NOTICE OF EGM TOGETHER WITH THE FORM OF PROXY ARE ENCLOSED HEREIN.

YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THISCIRCULAR TOGETHER WITH THE APPENDICES CONTAINED HEREIN BEFORE VOTING ON THE ORDINARY RESOLUTIONS PERTAINING TO THE PROPOSED DRS TO BE TABLED AT THE FORTHCOMING EGM.

2. DETAILS OF THE PROPOSED DRS

2.1 Overview

The Proposed DRS will provide Shareholders with an option to elect to reinvest, in whole or in part, their Dividends declared by LCT, whether interim, final, special or other Dividends in New LCT Shares in lieu of receiving cash.

In relation to any Dividends declared, the Board may, at its absolute discretion, determine whether to pay such Dividends in cash or to offer Shareholders the Reinvestment Option and where applicable, the size of the Electable Portion. Shareholders should note that the Company is not obliged to implement the Proposed DRS for every Dividend declared.

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In this respect, the Electable Portion may encompass the whole or only a portion of the Dividends declared. In the event the Electable Portion is not applicable for the whole Dividends declared, the Non-Electable Portion will be paid in cash.

Unless the Board has determined that the Reinvestment Option will apply to a particular Dividend (whether in whole or in part), all Dividends as may be declared by LCT will be paid wholly in cash to Shareholders in the usual manner through a Dividend Payment Account.

2.2 Election to reinvest Dividend(s) in New LCT Shares

Shareholders shall have the following options in respect of the Reinvestment Option announced by the Board under the Proposed DRS:

(i) to elect to participate in the Reinvestment Option by reinvesting the entire Electable Portion in New LCT Shares at an Issue Price to be determined on the Price Fixing Date and to receive the Non-Electable Portion in cash;

(ii) to elect to participate in the Reinvestment Option by reinvesting part of the Electable Portion in New LCT Shares at the Issue Price and to receive the balance of the Electable Portion and Non-Electable Portion in cash; or

(iii) to elect not to participate in the Reinvestment Option and thereby receive the entire Dividend entitlement (both Electable Portion and Non-Electable Portion) wholly in cash.

2.3 Sequence of events in relation to the Proposed DRS

Approval will be sought from Bursa Securities for the listing of and quotation for the New LCTShares to each Dividend to which the Reinvestment Option applies on the Main Market of Bursa Securities. After obtaining the aforementioned approval from Bursa Securities, an announcement of the Entitlement Date in relation to a Dividend to which the Reinvestment Option applies will be made. The Issue Price shall be announced on or before the announcement of the Entitlement Date.

Subsequent to the Entitlement Date, a Notice of Election will be despatched to the Shareholders. An electronic notification on the Proposed DRS will also be sent to all the entitled Shareholders who have registered themselves as users to TIIH Online on the date of despatch of the Noticeof Election. Shareholders who wish to participate in the Proposed DRS may elect to reinvest into New LCT Shares through submission of hardcopy of the DRF contained in the Notice of Election or submission of the e-DRF via TIIH Online.

The Notice of Election and e-NOE will specify, among others, the Expiry Date. Instructions will be provided in the Notice of Election and e-NOE in respect of the action to be taken by the Shareholders should they wish to exercise the Reinvestment Option.

After the Expiry Date, the Company shall transfer funds amounting to the total net Dividends (i.e. the deduction of any applicable income tax) and excluding Dividends which have been elected by Shareholders for reinvestment in New LCT Shares from its account into the Dividend Payment Account held in trust for the Shareholders.

In accordance with Paragraph 6.09 of the Listing Requirements, LCT is required to, within 8 Market Days from the Expiry Date or such date as may be prescribed by Bursa Securities, allot and issue the New LCT Shares and despatch notices of allotment to Shareholders who elect to exercise their Reinvestment Option.

Further, in accordance with Paragraphs 8.26(2) and 9.19(2)(a)(ii) of the Listing Requirements, a Dividend (in cash, share issuance, or both) will be paid within 1 month from the EntitlementDate and in any event, within 3 months from the date of the declaration of the Dividend or the date on which the approval is obtained in a general meeting of the Company, whichever is applicable.

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Concurrently on the Allotment Date, the cash payment in respect of the Non-Electable Portion and any remaining portion of the Electable Portion not reinvested will be despatched to the Shareholders in the usual manner. For avoidance of doubt, Shareholders who do not exercise their Reinvestment Option will also be paid concurrently on the Allotment Date, in cash, in the usual manner.

An announcement in respect of the day on which the New LCT Shares will be listed and quoted on the Main Market of Bursa Securities will also be released by the Company accordingly.

Shareholders will receive the Electable Portion in cash if they do not expressly elect in writing to exercise the Reinvestment Option by the Expiry Date. As such, Shareholders who wish to reject the Reinvestment Option or to receive their Dividends wholly in cash are not required to take any action with regards to the Notice of Election or e-NOE.

The percentage shareholding of a Shareholder will be diluted should he/she not exercise his/her Reinvestment Option. However, the extent of the dilution will depend on the number of New LCT Shares issued by LCT pursuant to the exercise level of the Reinvestment Option exercised by other Shareholders, which cannot be ascertained at this juncture.

Shareholders who elect to participate in the Proposed DRS, and reinvest their Dividends in New LCT Shares under the Proposed DRS, may be required to comply with the Rules and other shareholding limits, where applicable, as set out in Section 2.13 of this Circular.

2.4 Pricing of New LCT Shares

The Issue Price, which will be determined by the Board on the Price Fixing Date, shall be at an issue price of not more than a 10% discount to the VWAMP of the LCT Shares for the 5 Market Days immediately prior to the Price Fixing Date. For avoidance of doubt, the 5-day VWAMPshall be adjusted ex-Dividend(s) before applying the said discount in fixing the Issue Price.

The New LCT Shares will be issued free from any brokerage or other related transaction costs to the Shareholders (unless otherwise provided by any statute, law or regulation).

2.5 Eligibility

The right to participate in the Proposed DRS will be granted to all Shareholders, including the Non-public Shareholders of the Company who hold LCT Shares, subject to the restrictions as stated below. All Shareholders are eligible to participate in the Proposed DRS provided that:

(i) such participation will not result in a breach by any Shareholder of any restrictions on such Shareholder’s holding of LCT Shares which may be imposed on the Shareholder by any contractual obligation of the said Shareholder, or by statute, law or regulation in force in Malaysia or any other relevant jurisdiction, or by any relevant authorities, as the case may be (unless the requisite approvals under the relevant law, statute or regulation or from the relevant authorities are first obtained or the relevant contractual obligation is otherwise waived in accordance with the terms and conditions of the relevant contracts); and

(ii) there are no restrictions for such participation as prescribed by the Constitution of LCT.

Shareholders without a valid and subsisting CDS account should take note of the following:

As the New LCT Shares to be issued pursuant to the Proposed DRS will be prescribed securities under the Securities Industry (Central Depositories) Act 1991, the New LCT Shares will be credited directly into the respective CDS accounts of the Shareholders who have elected to reinvest the Electable Portion. No physical share certificates will be issued. In this regard, it is important for Shareholders to have a valid and subsisting CDS account in order to receive their entitled New LCT Shares should they wish to participate in the Proposed DRS.

Shareholders without a valid and subsisting CDS account who would like to participate in the Proposed DRS should put in place a valid CDS account.

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Foreign Addressed Shareholders should take note of the following:

To avoid any violation on the part of LCT of any securities laws applicable outside Malaysia, the Notices of Election or e-NOE will not be sent to Foreign Addressed Shareholders.

The Proposed DRS will only be offered for subscription in Malaysia. No action has been or will be taken to ensure that the Proposed DRS complies with the laws of any countries or jurisdictions other than the laws of Malaysia. Accordingly, the documents relating to the Proposed DRS including a Notice of Election or e-NOE will not be sent to Foreign Addressed Shareholders. No Foreign Addressed Shareholders shall have a claim whatsoever against LCT as a result of the documents relating to the Proposed DRS not being sent to such Foreign Addressed Shareholders.

Foreign Addressed Shareholders who receive or come to have in their possession a Notice of Election or e-NOE and/or any other documents relating to the Proposed DRS may not treat the same as being applicable to them (except where the documents relating to the Proposed DRS have been collected from the Share Registrar in the manner specified below). In any event, Foreign Addressed Shareholders are advised to inform themselves of, and to observe, any prohibitions and restrictions, and to comply with any applicable laws and regulations relating to the Proposed DRS as may be applicable to them.

Foreign Addressed Shareholders who wish to participate in the Proposed DRS are strongly advised to provide the Share Registrar with a registered address or a correspondence address in Malaysia no later than 3 market days before the relevant Entitlement Date in respect of any particular Dividend to which the Board has determined that the Proposed DRS shall apply.

Alternatively, such Foreign Addressed Shareholders may collect the Notice of Election and other documents relating to the Proposed DRS from the Share Registrar at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or at such address as may be announced by the Company from time to time before the relevant Expiry Date. The Share Registrar is, in such an event, entitled to request for such evidence as they deem necessary to satisfy themselves as to the identity and authority of the person collecting the Notice of Election and or other documents relating to the Proposed DRS.

Foreign Addressed Shareholders will be solely responsible for seeking advice as to the laws of any jurisdiction that they may be subjected to, and participation by Foreign Addressed Shareholders in the Proposed DRS shall be on the basis of a warranty by them that they are allowed to lawfully participate in the Proposed DRS without LCT, the Directors and employees of LCT, any of its advisers and/or the directors and employees of the advisers being in breach of the laws of any jurisdiction.

2.6 Odd lots and fractional shares

Under the Proposed DRS, Shareholders who exercise the Reinvestment Option and receive New LCT Shares may be allotted such New LCT Shares in odd lots depending on his/her entitlement of New LCT Shares. Shareholders who receive odd lots of New LCT Shares and wish to trade such odd lots may do so via the odd lots markets of Bursa Securities, which allows the trading of odd lots with a minimum of 1 LCT Share.

A Shareholder who does not wish to receive New LCT Shares in odd lots may round down the number of New LCT Shares elected such that he/she will receive New LCT Shares in multiples of, and not less than 100 New LCT Shares. Where a Shareholder’s entitlement of New LCT Shares is less than 100, the Shareholder can elect to receive his/her entire Dividend entitlement in cash in the usual manner or New LCT Shares in odd lots.

Fractional New LCT Shares will not be allotted. Any amount of a dividend payment that is insufficient for the issuance of 1 whole New LCT Share will be received in cash by Shareholders in the usual manner together with the Non-Electable Portion (if any).

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2.7 Modification, suspension and termination of the Proposed DRS

Subject to any requirement or provision imposed by any statute, law or regulation in force in Malaysia, as the case may be, the Proposed DRS may be modified, suspended (in whole or in part) or terminated at any time by the Board as it deems fit or expedient by giving notice in writing to all Shareholders in such manner as the Board deems fit, notwithstanding any other provisions or the terms and conditions of the Proposed DRS stating the contrary and irrespective of whether a Reinvestment Option has been offered or an election to exercise the Reinvestment Option has been made by a Shareholder.

2.8 Maximum number of New LCT Shares

The maximum number of New LCT Shares to be issued and allotted under the Proposed DRS will depend on, amongst others:

(i) the quantum of the Dividends;

(ii) the Board’s decision on the proportion/size of the Electable Portion;

(iii) the number and/or extent of Shareholders who elect to exercise the Reinvestment Option;

(iv) the Issue Price; and

(v) any necessary downward adjustment by the Board to the final number of New LCT Shares to be allotted and issued to any of the Shareholders as referred to in Section 2.13 of this Circular.

The New LCT Shares to be issued pursuant to the Proposed DRS will not be underwritten.

2.9 Ranking of New LCT Shares

Any New LCT Shares to be allotted and issued pursuant to the Proposed DRS will rank equally in all respects with the existing LCT Shares, save and except that the holders of New LCT Shares shall not be entitled to any dividends, rights, allotments and/or other distributions in respect of which the entitlement date is before the Allotment Date.

The New LCT Shares will be listed on the Main Market of Bursa Securities.

2.10 Taxation

Irrespective of whether an election to exercise the Reinvestment Option is made by the Shareholders, a tax voucher will be despatched to all Shareholders. For income tax purposes, Shareholders shall be taken as having received a cash distribution equivalent to the amount of the Dividends declared, notwithstanding that Shareholders may elect to exercise the Reinvestment Option, whether in whole or in part. Hence, the election for the Reinvestment Option does not relieve the Shareholders of any income tax obligations (if applicable) and there is no additional Malaysian income tax implication in exercising the Reinvestment Option or otherwise.

2.11 Utilisation of proceeds

The Proposed DRS will potentially result in cash retention for LCT if Shareholders elect to reinvest their Dividends in New LCT Shares. The amount of proceeds reinvested into the Company from the Proposed DRS can only be ascertained on or after the relevant Expiry Date. Therefore, the time frame for utilisation of such cash proceeds cannot be ascertained at this point in time.

Nonetheless, the net cash proceeds from the Proposed DRS (after deduction of any related expenses) is intended to be utilised for general working capital requirements of LCT Group such as the funding of the Group’s operations, maintenance capital expenditure, general administrative and other operating expenditure.

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2.12 General

Shareholders’ approval for the Proposed DRS and the issuance of New LCT Shares in respect of any Dividends to which the Proposed DRS applies will be sought at the forthcoming EGM, and such approval will be valid until the conclusion of the Company’s next AGM. Subsequent Shareholders’ approvals for future issuances of New LCT Shares pursuant to the Proposed DRS will be sought at the Company’s AGM on an annual basis, where applicable.

For avoidance of doubt, the specific approval to be obtained from the Shareholders for the issuance of New LCT Shares pursuant to the Proposed DRS is in addition to any general mandate obtained under Sections 75 and 76 of the Act (i.e. for the issuance of New LCT Shares not exceeding 10% of the total number of issued shares of the Company (less treasury shares, if any)), which may be sought at the Company’s AGM on an annual basis.

Amendments to the Constitution of LCT are not required under the Proposed DRS as theConstitution of LCT as well as the Act do not prohibit the implementation of any DRS.

2.13 Implication of the Rules and other shareholding limits

(i) Implications of the Rules

Pursuant to Paragraph 4.01, Part B of the Rules and Sections 217 and 218 of the Capital Markets and Services Act, 2007, a Shareholder should note that he/she may be under an obligation to extend a mandatory take-over offer for all the remaining LCT Shares not already owned by him/her and persons acting in concert with him/her (collectively, the “Affected Parties”), if by participating in the Proposed DRS in relation to the reinvestment of the Electable Portion:

(a) the Affected Parties have obtained control in the Company via the acquisition or holding of, or entitlement to exercise or control the exercise of voting shares or voting rights of more than 33% in the Company or such other amount as may be prescribed in the Rules, howsoever effected; or

(b) the Affected Parties have acquired more than 2% of the voting shares or voting rights of the Company in any period of 6 months and the Affected Parties hold more than 33% but not more than 50% of the voting shares or voting rights of the Company during the said 6 months period.

In the event an obligation to undertake a mandatory take-over offer is expected to arise resulting from a Shareholder’s participation in the Proposed DRS, the Affected Parties may wish to consult their professional adviser(s) at the earliest opportunity in relation to:

(a) any obligation to make a mandatory take-over offer under the Rules as a result of any subscription of New LCT Shares through his/her participation in the Proposed DRS; and

(b) whether or not to make an application to the Securities Commission Malaysia to obtain an exemption from the obligation to undertake a mandatory take-over offer pursuant to the Rules prior to exercising his/her Reinvestment Option.

The statements herein do not purport to be a comprehensive or exhaustive description of all the relevant provisions of, or all implications that may arise under, the Rules or other relevant legislation or regulations.

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(ii) Other shareholding limits

All Shareholders are responsible for ensuring that their participation in the Proposed DRS will not result in a breach by any Shareholder of any restrictions in relation to their respective holding of LCT Shares which may be imposed on the Shareholders by contractual obligations, or by statute, law or regulation in force in Malaysia or any other relevant jurisdiction, or by any relevant authorities, as the case may be (unless the requisite approvals under the relevant statute, law or regulation or from the relevant authorities are first obtained or the relevant contractual obligation is otherwise waived in accordance with the terms and conditions of the relevant contracts), or as prescribed in the Constitution of LCT.

In view of the above, notwithstanding anything to the contrary, should the Board be aware of or be informed in writing of any expected breach of such shareholding limits as a result of the exercise of the Reinvestment Option by such Shareholder, the Board shall be entitled, but not obligated, (save and except where required by law) to reduce or limit the number of New LCT Shares to be issued to such Shareholder and/or pay to such Shareholder, the Electable Portion or any part thereof in cash.

3. RATIONALE FOR THE PROPOSED DRS

On 30 July 2020, the Company announced that its public shareholding spread of 23.97% is below the minimum public shareholding spread requirement pursuant to Paragraph 8.02(1) of the Listing Requirements. The implementation of the Proposed DRS is intended to facilitate the Company to address the shortfall in its public shareholding spread.

In the event that the Company’s public shareholding spread is still below the minimum public shareholding spread requirement pursuant to Paragraph 8.02(1) of the Listing Requirements after the implementation of the Proposed DRS and any Subsequent Implementations, the Company will explore other various corporate exercises to address the shortfall in its public shareholding spread.

In addition, the establishment of the Proposed DRS also represents part of LCT’s capital management plans, which are intended to:

(i) provide an opportunity to the Shareholders to elect to exercise the Reinvestment Option into New LCT Shares in lieu of receiving cash under the Proposed DRS. Shareholders are expected to benefit from their participation in the Proposed DRS as the New LCT Shares may be issued at a discount and their subscription of such New LCT Shares will be free from any brokerage fees and other related transaction costs (unless otherwise provided by any statute, law or regulation);

(ii) strengthen the Group’s capital position as any cash so retained within LCT, that would otherwise be made payable by way of Dividends, will be preserved to fund the Group’s general working capital requirements; and

(iii) potentially improve the liquidity of LCT Shares currently listed on the Main Market of Bursa Securities through the issuance of New LCT Shares pursuant to the Proposed DRS resulting in an enlarged share capital base.

In relation thereto, Shareholders will not be worse off as a result of the implementation of the Proposed DRS as those who elect not to exercise the Reinvestment Option will still receive the Dividends in cash. Nonetheless, the Proposed DRS provides Shareholders with the option, and does not impose any obligation on them, to reinvest their Dividends, in whole or in part, in New LCT Shares.

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4. EFFECTS OF THE PROPOSED DRS

The effects of the Proposed DRS are dependent on several factors, which include, amongst others, the quantum of the Dividends, the Board’s decision on the proportion/size of the Electable Portion, the extent to which Shareholders elect to exercise the Reinvestment Option, the Issue Price and any necessary downward adjustment by the Board to the final number of New LCT Shares to be allotted and issued to any Shareholder as referred to in Section 2.13 of this Circular.

For illustrative purposes only, throughout Section 4 of this Circular, the maximum number of New LCT Shares that the Company could potentially issue pursuant to the Proposed DRS is based on the following parameters/assumptions:

(i) illustrative Dividend of RM0.07 per LCT Share (based on the last Dividend declared by the Company on 5 March 2020);

(ii) the Board determines that the Reinvestment Options applies to the entire illustrative Dividend; and

(iii) all the Shareholders (save for the Non-public Shareholders) elect to participate in the Proposed DRS and choose to receive the illustrative Dividend wholly in New LCT Shares.

Based on the assumptions above, the illustrative maximum number of New LCT Shares to be issued pursuant to the Proposed DRS based on the number of LCT Shares in issue (excluding treasury shares) as at the LPD is as follows:

No. of LCT Shares in issue as at the LPD (excluding treasury shares)

A (a)2,272,983,500

Illustrative Dividend per LCT Share (RM) B 0.07

Electable Portion of illustrative Dividend (RM) 0.07

Total illustrative Dividend payout (RM) C = A x B 159,108,845

Total remaining illustrative Dividend payout assuming the Non-public Shareholders elected to receive their Dividend entitlement in cash (RM)(b)

D 38,151,085

Illustrative Issue Price (RM)(c) E 1.64

Number of New LCT Shares to be issued(d) F = D / E 23,262,856

Notes:

(a) Excluding 34,808,000 treasury shares.

(b) Computed based on the total illustrative Dividend payout of RM159,108,845 deducted by the collective Dividend entitlement of the Non-public Shareholders of RM120,957,760, based on the collective shareholdings of 1,727,968,000LCT Shares as at the LPD and the illustrative Dividend per LCT Share of RM0.07.

(c) Calculated based on the 5-day VWAMP of LCT Shares up to and including the LPD of RM1.8873 less the illustrative Dividend of RM0.07 per LCT Share and thereafter applying the maximum allowable discount of 9.76% (rounded up to the nearest 1 sen).

(d) The 23,262,856 New LCT Shares to be issued represent approximately 1.01% of LCT’s enlarged share capital of 2,296,246,356 LCT Shares (excluding treasury shares) after the Proposed DRS.

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4.1 Issued share capital

Under the Proposed DRS, the issued share capital of LCT will increase due to the issuance of New LCT Shares pursuant to any exercise by the Shareholders (save for the Non-public Shareholders) of the Reinvestment Option made available under the Proposed DRS.

For illustrative purposes only, the effect of the Proposed DRS on the issued share capital of LCT is as follows:

No. of LCT Shares Amount (’000) (RM’000)

Issued share capital as at the LPD (a)2,307,792 5,816,813

Less: Treasury shares at cost (34,808) (226,252)

To be issued pursuant to the Proposed DRS 23,263 38,151

Enlarged issued share capital 2,296,247 5,628,712

Note:

(a) Inclusive of 34,808,000 treasury shares.

4.2 Substantial shareholders’ shareholdings

Pursuant to the Proposed DRS, the substantial shareholders’ shareholdings percentage in LCT will not be affected if all Shareholders fully exercise their respective Electable Portion. However, where the substantial shareholders elect to reinvest their Electable Portion and some or all of the other Shareholders do not elect to reinvest their Electable Portion or to elect to reinvest only part of their Electable Portion, the substantial shareholders’ shareholdings in the Company will increase, or vice versa.

For illustrative purposes only, the effect of the Proposed DRS on the substantial shareholders’ shareholdings in LCT assuming that all Shareholders (save for the Non-public Shareholders) elect to participate in the Proposed DRS and reinvest the entire Electable Portion, is as follows:

NameShareholdings as at the LPD After the Proposed DRS

Direct DirectNo. of LCT Shares (a)% No. of LCT Shares (b)%

Lotte Chemical Corporation(c)

1,727,791,500 76.01 1,727,791,500 75.24

Notes:

(a) Computed based on 2,272,983,500 LCT Shares as at the LPD (excluding 34,808,000 treasury shares).

(b) Computed based on 2,296,246,356 LCT Shares after the Proposed DRS (excluding 34,808,000 treasury shares).

(c) Lotte Chemical Corporation does not have any indirect interest in LCT.

4.3 NA, NA per LCT Share and gearing

As compared to paying Dividends wholly in cash, the exercise of the Reinvestment Option under the Proposed DRS by Shareholders will result in lower reduction of NA, as any decrease in retained earnings will result in a corresponding increase in the issued share capital. This is because the distributed retained earnings from the payment of the Dividends will be reinvested into the share capital of the Company to the extent of, among others, the level of election by Shareholders to exercise the Reinvestment Option.

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For illustrative purposes only, the effect of the Proposed DRS on the Company’s consolidated NA, NA per LCT Share and gearing based on the latest audited consolidated financial statements of the Company as at 31 December 2019 assuming that all Shareholders (save for the Non-public Shareholders) elect to participate in the Proposed DRS and reinvest the entire Electable Portion, are as follows:

Audited as at 31 December 2019 After the Proposed DRS

(RM’000) (RM’000)Share capital 5,816,813 5,854,964Treasury shares (226,252) (226,252)Other reserve 1,199,225 1,199,225Retained earnings 5,171,854 (a)5,012,645

NA(b) 11,961,640 11,840,582

No. of LCT Shares, net of treasury shares (’000)

2,272,984 2,296,247

NA per LCT Share (RM)(c) 5.26 5.16Total borrowings 59,808 59,808Gearing (times) (d)- (d)-

Notes:

(a) After deducting for the illustrative total dividend payout of RM159,108,845 and the estimated expenses relating to the Proposed DRS of approximately RM100,000.

(b) Total equity attributable to the owners of the Company.

(c) Computed based on NA over number of LCT Shares, net of treasury shares.

(d) Negligible.

4.4 Earnings and EPS

The Proposed DRS is not expected to have any effects on the earnings of the Group but the EPS of the Group will be diluted, depending on the extent the Shareholders elect to reinvest the Electable Portion in New LCT Shares. However, the reinvested amount will be retained to fund the general working capital requirements of the Group and is expected to contribute positively to the future earnings of the Group.

4.5 Convertible securities

As at the LPD, the Company does not have any convertible securities.

5. FINANCIAL AND OPERATIONAL IMPACT OF THE COVID-19 PANDEMIC ON THE GROUP

The World Health Organisation had on 11 March 2020 declared the COVID-19 outbreak as a global pandemic. Following this, most countries have taken drastic measures by shutting down non-essential activities to contain the spread of COVID-19, including Malaysia. This has resulted in a disruption in global supply chains and uncertainties in the market, thus, dampening the global economic outlook.

As the Group’s operations are deemed essential services, the Group’s production facilities and business premises were not affected by the lockdown imposed by the Malaysian Government and have remained operational during the lockdown periods. The Group has also taken precautionary measures and are monitoring the ongoing effects of the COVID-19 pandemic on the health and safety of its employees, suppliers and contractors to ensure a safe and health-conscious environment within the Group.

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Notwithstanding the above, the weakened demand followed by the different level of movement controls established locally and in South East Asia due to the COVID-19 pandemic since late January 2020 had resulted in the decline in average product selling price and sales volume. This had contributed to the Group’s lower revenue of RM1.46 billion for the 3-month quarterly results for the FPE 31 March 2020as compared to its corresponding quarter. Despite the challenging business environment caused by the COVID-19 pandemic, the Group managed to increase its sales production and volume as well as record profitability during the 3-month FPE 30 June 2020. This was due mainly to the increased revenue, improved gross profit margin amid lower naphtha feedstock costs and enhanced plant efficiency.

Moving forward, the Company will continue to focus on operational and financial optimisation initiatives to navigate the volatile business environment amid the uncertainties surrounding the recovery of the global and local economy. The Company will also continue to monitor the COVID-19 pandemic situation closely and introduce measures to ensure sustainability of the Group and minimise disruptions to its operations, if any.

6. HISTORICAL SHARE PRICES

The monthly highest and lowest prices of the LCT Shares as traded on Bursa Securities for the past 12months from August 2019 to July 2020 are set out in the table below:

High(RM)

Low(RM)

2019August 2.830 2.460September 2.850 2.470October 2.690 2.460November 2.470 2.300December 2.440 2.2302020January 2.500 2.050February 1.990 1.580March 1.680 0.975April 1.790 1.130May 2.560 1.610June 2.470 1.700July 2.310 1.790

The last transacted market price of LCT Shares on 29 July 2020 (being the last trading date prior to the announcement of the Proposed DRS on 30 July 2020)

2.230

The last transacted market price of LCT Shares as at the LPD 1.830

(Source: Bloomberg)

7. APPROVALS REQUIRED

(i) The establishment and implementation of the Proposed DRS are conditional upon approvals of the following parties being obtained:

(a) Shareholders for the establishment of the Proposed DRS and the issuance of New LCT Shares in respect of the First Implementation at the forthcoming EGM of the Company;

(b) Bursa Securities for the listing of and quotation for the New LCT Shares to be issued pursuant to the First Implementation on the Main Market of Bursa Securities; and

(c) any other relevant authorities, if required.

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(ii) In respect of the Subsequent Implementations, the issuance of the New LCT Shares to be issued pursuant to the exercise of the Reinvestment Option by Shareholders is conditional upon approvals of the following parties being obtained:

(a) Shareholders at the Company’s AGM on an annual basis. For avoidance of doubt, the first Shareholders’ approval for the issuance of New LCT Shares pursuant to the exercise of the Reinvestment Option by Shareholders will be sought at the forthcoming EGM of the Company;

(b) Bursa Securities for the listing of and quotation for the New LCT Shares to be issued pursuant to the Subsequent Implementations on the Main Market of Bursa Securities; and

(c) any other relevant authorities, if required.

8. ESTIMATED TIMEFRAME FOR THE IMPLEMENTATION OF THE PROPOSED DRS

The application to Bursa Securities for the listing of and quotation for any New LCT Shares to be issued in respect of a Dividend to be declared in the future for which the Reinvestment Option applies pursuant to the Proposed DRS, on the Main Market of Bursa Securities would be made prior to the Price Fixing Date and the Entitlement Date.

Subject to the receipt of the necessary approvals as stated in Section 7 of this Circular and barring any unforeseen circumstances, the Proposed DRS is expected to be ready for implementation by the 4th

quarter of 2020.

An illustrative timeline for the implementation of the Proposed DRS in respect of subsequent Dividends to which the Reinvestment Option may be applied by the Board is set as follows:

Event Indicative timeline

Approval from Bursa Securities on the additional listing application made in relation to the Proposed DRS

T – 7 Market Days

Announcement of Issue Price and Entitlement Date T

Entitlement Date T + 10 Market Days

Despatch Notice of Election to Shareholders T + 12 Market Days

Expiry Date T + 22 Market Days

Issuance and allotment of New LCT Shares as well as payment of cash Dividends to Shareholders

T + 30 Market Days

Listing of and quotation for New LCT Shares on the Main Market of Bursa Securities

T + 31 Market Days

9. INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM

None of the Directors, major shareholders of the Company and/or persons connected to them have any interest, direct or indirect, in the Proposed DRS beyond their respective entitlements to Dividends and the Reinvestment Option as Shareholders, to which all other Shareholders are similarly entitled to.

10. OTHER CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION

Save for the Proposed DRS, the Board confirms that there are no other outstanding corporate proposals which have been announced but pending completion as at the date of this Circular.

The Proposed DRS is not conditional or inter-conditional upon any other corporate exercise undertaken or to be undertaken by the Company.

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11. DIRECTORS’ STATEMENT AND RECOMMENDATION

The Board, having considered all aspects of the Proposed DRS, including but not limited to the rationale and effects of the Proposed DRS, is of the opinion that the Proposed DRS is in the best interest of the Company. Accordingly, the Board recommends that the Shareholders vote in favour of the resolutionsin relation to the Proposed DRS to be tabled at the forthcoming EGM.

12. EGM

The EGM, the notice of which is enclosed in this Circular, will be held on virtual basis through live streaming from the broadcast venue at Tricor Business Centre, Manuka 2 & 3 Meeting Room, Unit 29-01, Level 29, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia (“Broadcast Venue”), on Thursday, 24 September 2020 at 10.00 a.m., for the purpose of considering and if thought fit, passing the resolutions, with or without modification, to give effect to the Proposed DRS.

If you are unable to attend and vote in person at the forthcoming EGM, you may complete, sign and deposit the enclosed Form of Proxy in accordance with the instruction therein as soon as possible so as to arrive at the Share Registrar at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time fixed for the EGM. The proxy appointment may also be submitted electronically via TIIH Online website at https://tiih.online not less than 48 hours before the time appointed for holding the meeting. Kindly refer to the Administrative Notes for further information on electronic submission of the Form of Proxy.

Shareholders and proxies are to attend, speak and vote (collectively “participate”) remotely at the forthcoming EGM via the Remote Participation and Voting Facilities provided by the Share Registrar via its TIIH Online website at https://tiih.online. The right to speak is not limited to verbal communication only but includes other modes of expression. Therefore, all shareholders and proxies may communicate via real time submission of typed texts during the live streaming of the EGM.

You may attend and vote in person at the EGM, if you wish to do so, even after you have completed and lodged the Form of Proxy, as long as you revoke the appointment of your proxy prior to the EGM.

13. FURTHER INFORMATION

Shareholders are advised to refer to the appendices of this Circular for further information.

Yours faithfully,for and on behalf of the Board of Directors of LOTTE CHEMICAL TITAN HOLDING BERHAD

Tan Sri Dato’ Abdul Rahman bin MamatIndependent Non-Executive Chairman

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APPENDIX I

DIVIDEND REINVESTMENT SCHEME STATEMENT

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(Abbreviations and definitions, unless where the context requires otherwise, shall be as set out in Section 2 of the Terms and Conditions governing this Dividend Reinvestment Scheme Statement)

This Dividend Reinvestment Scheme Statement contains the Terms and Conditions as may be amended from time to time of the Dividend Reinvestment Scheme of LCT under which persons appearing in the Record of Depositors of LCT, as Shareholders on the Entitlement Date may, in relation to any Dividends, be given a Reinvestment Option as the Board may, at its absolute discretion, make available.


SUMMARY OF THE DIVIDEND REINVESTMENT SCHEME

The Dividend Reinvestment Scheme will provide Shareholders with an option to elect to reinvest, in whole or in part, their Dividends declared by LCT, whether interim, final, special or other Dividends in New LCT Shares, in lieu of receiving cash.

In relation to any Dividends declared, the Board may, at its absolute discretion, determine whether to pay such Dividends in cash or to offer Shareholders the Reinvestment Option and where applicable, the size of the Electable Portion. Shareholders should note that the Company is not obliged to implement the Dividend Reinvestment Scheme for every Dividend declared.



LCT will issue the New LCT Shares to Shareholders who elect to exercise the Reinvestment Option under the Dividend Reinvestment Scheme. The Issue Price, which will be determined by the Board on the Price Fixing Date, shall be at an issue price of not more than a 10% discount to the VWAMP of LCT Shares for the 5 Market Days immediately prior to the Price Fixing Date. For avoidance of doubt, the 5-day VWAMP shall be adjusted ex-Dividend(s) before applying the said discount in fixing the Issue Price.

Shareholders shall have the following options in respect of the Reinvestment Option:

(i) to elect to participate in the Reinvestment Option by reinvesting the entire Electable Portion in New LCTShares at an Issue Price to be determined on the Price Fixing Date and to receive the Non-Electable Portion in cash;

APPENDIX I


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APPENDIX I


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APPENDIX I

DIVIDEND REINVESTMENT SCHEME STATEMENT (Cont’d)

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(ii) to elect to participate in the Reinvestment Option by reinvesting part of the Electable Portion in New LCT Shares at the Issue Price and to receive the balance of the Electable Portion and Non-Electable Portion in cash; or

(iii) to elect not to participate in the Reinvestment Option and thereby receive the entire Dividend entitlement (both Electable Portion and Non-Electable Portion) wholly in cash.

Approval will be sought from Bursa Securities for the listing of and quotation for the New LCT Shares to be issued pursuant to each Dividend to which the Reinvestment Option applies on the Main Market of Bursa Securities. After obtaining the aforementioned approval from Bursa Securities, an announcement of the Entitlement Date in relation to a Dividend to which the Reinvestment Option applies will be made. The Issue Price shall be announced on or before the announcement of the Entitlement Date.

Subsequent to the Entitlement Date, a Notice of Election will be despatched to the Shareholders. An electronic notification on the Dividend Reinvestment Scheme will also be sent to all the entitled Shareholders who have registered themselves as users to TIIH Online on the date of despatch of the Notice of Election. Shareholders who wish to participate in the Dividend Reinvestment Scheme may elect to reinvest into New LCT Shares through submission of hardcopy of the DRF contained in the Notice of Election or submission of the e-DRF via TIIH Online. Further instructions as well as the terms and conditions of the electronic election of the Dividend Reinvestment Scheme via TIIH Online are set out in Sections 4.1 and 4.2 of the Terms and Conditions governing this Dividend Reinvestment Scheme Statement. An individual Shareholder who is not a Registered Shareholder and wishes to elect to reinvest into New LCT Shares electronically may do so by registering with TIIH Online at https://tiih.online.

The Notice of Election and e-NOE will specify, among others, the Expiry Date. Instructions will be provided in the Notice of Election and e-NOE in respect of the action to be taken by the Shareholders should they wish to exercise the Reinvestment Option.

The New LCT Shares will be issued free from any brokerage fees and other related transaction costs to the Participating Shareholders (unless otherwise provided by any statute, law or regulation).

LCT is required to, within 8 Market Days from the Expiry Date or such date as may be prescribed by Bursa Securities, allot and issue the New LCT Shares and despatch notices of allotment to the Participating Shareholders. The New LCT Shares to be issued pursuant to the Dividend Reinvestment Scheme will not be underwritten.

Concurrently, on the Allotment Date (which will be 1 month from the Entitlement Date and in any event, within 3 months from the date of declaration of the Dividend or the date which the approval is obtained in a general meeting of LCT, whichever is applicable), the Non-Electable Portion and the balance of the Electable Portion not reinvested will be paid in cash to the respective Shareholders in the usual manner through a Dividend Payment Account, where applicable.

An announcement in respect of the day on which the New LCT Shares will be listed and quoted on the Main Market of Bursa Securities will also be released by the Company accordingly.

Under the Dividend Reinvestment Scheme, Shareholders who elect to exercise the Reinvestment Option will not be allotted fractional New LCT Shares. Any amount of a dividend payment that is insufficient for the issuance of 1 whole New LCT Share will be received in cash by Shareholders in the usual manner together with the Non-Electable Portion (if any).

Any New LCT Shares to be allotted and issued pursuant to the Dividend Reinvestment Scheme will rank equally in all respects with the existing LCT Shares, save and except that the holders of New LCT Shares shall not be entitled to any dividends, rights, allotments and/or other distributions in respect of which the entitlement date is before the Allotment Date.

All Shareholders are eligible to participate in the Dividend Reinvestment Scheme subject to the restrictions described in the Terms and Conditions of the Dividend Reinvestment Scheme.

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APPENDIX I


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HOW TO PARTICIPATE

Participation in the Dividend Reinvestment Scheme is optional and not transferable. A Shareholder wishing to exercise the Reinvestment Option in respect of any Electable Portion to which a Notice of Election or e-NOE received by him/her relates must complete the DRF and submit it to the office of the Share Registrar or at such address as may be determined by the Company from time to time or login to TIIH Online to complete and submit the e-DRF in accordance with the instructions as prescribed therein.

Shareholders who receive more than 1 Notice of Election or more than 1 e-NOE and wish to reinvest in New LCTShares in respect of all of his/her entitlement to the Electable Portion arising from his/her entire holding of LCT Shares must complete all the DRF received by him/her and return the completed DRF to the Share Registrar or complete all the e-DRF via TIIH Online in accordance with the instructions as prescribed therein.

Shareholders should note that they are at liberty to decide which particular Notice of Election or e-NOE they wish to elect for the reinvestment in New LCT Shares. Where any particular Notice of Election or e-NOE is not elected upon, the Dividend relating thereto will be paid in cash by the Company to the Shareholders in the usual manner through a Dividend Payment Account.

To be effective in respect of any Electable Portion to which a Notice of Election or e-NOE relates, such duly completed and signed DRF or completed e-DRF must be received by the Share Registrar no later than the Expiry Date (which is no later than 14 days from the date the Notice of Election is despatched or e-NOE is sent) stated in the Notice of Election or e-NOE in respect of that particular Reinvestment Option.

A stamp duty of RM10.00 will be levied on each DRF or e-DRF submitted by the Participating Shareholders. In addition, Participating Shareholders submitting the e-DRF via TIIH Online will be charged a handling fee of RM5.00 (inclusive of 0% sales and services tax) by the Share Registrar for each e-DRF.

All Shareholders are eligible to participate in the Dividend Reinvestment Scheme, provided that:



Shareholders should however note that the Notices of Election or e-NOE will not be sent to Shareholders whose address in the Company's Record of Depositors is not in Malaysia to avoid any violation on the part of LCT of any securities laws applicable outside Malaysia.

Shareholders who currently do not have a registered address in Malaysia and who wish to participate in the Dividend Reinvestment Scheme are strongly advised to provide the Share Registrar with a registered address or a correspondence address in Malaysia no later than 3 Market Days before the relevant Entitlement Date in respect of any particular Dividend to which the Reinvestment Option is applied by the Board.

Alternatively, such Foreign Addressed Shareholders may collect the Notice of Election and other documents relating to the Dividend Reinvestment Scheme from the Share Registrar at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or at such address as may be announced by the Company from time to time and the Share Registrar is in such event entitled to satisfy itself as to the identity and authority of the person collecting the Notice of Election and other documents relating to the Dividend Reinvestment Scheme.

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APPENDIX I


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As the New LCT Shares to be issued pursuant to the Dividend Reinvestment Scheme will be prescribed securities, the New LCT Shares will be credited directly into the respective CDS accounts of the Shareholders who have elected to reinvest the Electable Portion. No physical share certificates will be issued. In this regard, it is important for Shareholders to have a valid and subsisting CDS account in order to receive their entitled New LCT Shares should they wish to participate in the Dividend Reinvestment Scheme.

Shareholders should note that under the Dividend Reinvestment Scheme:

(i) in exercising the Reinvestment Option, they are at their liberty to reinvest the entire Electable Portion or a part thereof to which a Notice of Election or e-NOE relates; and

(ii) their right to exercise the Reinvestment Option is non-transferable.

Shareholders will receive the Electable Portion in cash if they do not expressly elect in writing to exercise the Reinvestment Option by the Expiry Date. As such, Shareholders who wish to reject the Reinvestment Option or to receive their Dividends wholly in cash are not required to take any action with regards to the Notice of Election or e-NOE.

The percentage shareholding of a Shareholder will be diluted should he/she not exercise his/her Reinvestment Option. However, the extent of the dilution will depend on the number of New LCT Shares issued by LCT pursuant to the exercise level of the Reinvestment Option exercised by other Shareholders.


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APPENDIX I


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ADMINISTRATION OF THE DIVIDEND REINVESTMENT SCHEME

A brief process flow chart in relation to the administration of the Dividend Reinvestment Scheme is shown below:

Note:

In respect of Step 5, Shareholders should note that the Cash Payment, Share Allotment and DRS Payment will occur on the same day, which shall be within 1 month from the Entitlement Date and in any event, not later than 3 months from the date of the declaration of the Dividend or the date on which the approval for the Dividend is obtained in a general meeting of LCT, whichever is applicable.

STEP 1 LCT declares a Dividend to which the Board determines that the Reinvestment Option is made available and LCT fixes the Issue Price and announces the Entitlement Date for the Electable Portion.

LCT despatches the Notice of Election and DRF to the Shareholders via hardcopy or the e-NOE and e-DRF via TIIH Online, if registered.

Shareholders to decide whether to reinvest the Electable Portion (whole or part) upon receipt of Notice of Election and DRF or e-NOE and e-DRF.

DECISION

YES NO

Shareholders to complete and return the DRF to LCT’s Share Registrar (or such address as may be determined by LCT from time to time) or submit the e-DRF by the Expiry Date.

Shareholders need not take any action with regards to the DRF or e-DRF.

LCT to pay the Non-Electable Portion and the remaining portion of the Electable Portion not reinvested, if any, in cash to the Shareholders (“DRS Payment”).

LCT pays Dividend in cash to Shareholders who elect not to reinvest any of the Electable Portion (“Cash Payment”).

LCT to allot and credit New LCT Shares into the CDS accounts of Shareholders who elect to exercise the Reinvestment Option (“Share Allotment”).

STEP 2

STEP 3

STEP 4

STEP 5

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APPENDIX I


- 19 -

TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT SCHEME

1. ESTABLISHMENT

The Dividend Reinvestment Scheme has been established by the Board and the administration of the Dividend Reinvestment Scheme, including the Reinvestment Option and the Electable Portion shall be determined by the Board at its absolute discretion.

2. DEFINITIONS

In these Terms and Conditions, the following definitions shall apply:

Allotment Date : The date of allotment and issuance of New LCT Shares which falls within 8 Market Days from the Expiry Date or such other period as may be prescribed by Bursa Securities

Board : Board of Directors of LCT

Bursa Depository : Bursa Malaysia Depository Sdn Bhd (198701006854 (165570-W))

Bursa Securities : Bursa Malaysia Securities Berhad (200301033577 (635998-W))

CDS : Central Depository System

CMSA : Capital Markets and Services Act, 2007

Director(s) : The director(s) of LCT and shall have the meaning given in Section 2(1) of the CMSA

Dividend(s) : Cash dividend(s) declared by LCT, whether interim, final, special or any other types of cash dividend

Dividend Payment Account

: The non-interest bearing account opened by LCT to facilitate the payment of Dividend(s)

Dividend Reinvestment Scheme

: The dividend reinvestment scheme that provides the Shareholders with the Reinvestment Option in accordance with the Terms and Conditions

DRF : Dividend Reinvestment Form issued in connection with the Dividend Reinvestment Scheme and contained in the Notice of Election

e-DRF : Electronic Dividend Reinvestment Form issued in connection with the Dividend Reinvestment Scheme and contained in the e-NOE

e-NOE : Electronic Notice of Election (in such form as the Directors may approve) by which the Shareholders elect to participate in the Dividend Reinvestment Scheme through the e-DRF contained in the e-NOE

Electable Portion : The whole or a portion of a Dividend that may be declared by the Company to which the Board, in its absolute discretion, determines whether the Reinvestment Option applies

Entitlement Date : The date as at the close of business (to be determined and announced later by the Board) on which Shareholders’ names appear in the Record of Depositors of the Company in order to participate in the Dividend Reinvestment Scheme applicable to a Dividend

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APPENDIX I


- 20 -









Market Day(s) : A day on which the stock market of Bursa Securities is open for trading of securities

New LCT Share(s) : New LCT Share(s) to be issued pursuant to the Dividend Reinvestment Scheme



Participating Shareholder(s)

: Shareholder(s) who elect to exercise the Reinvestment Option pursuant to the Dividend Reinvestment Scheme up to the extent of the Electable portion in respect of his/her holding of LCT Shares as at each Entitlement Date to which each Notice of Election or e-NOE received by him/her relates



Registered Participating Shareholder(s)

: Shareholder who has successfully registered with TIIH Online as a user and elected to participate in the Dividend Reinvestment Scheme to the extent of the Electable Portion in respect of their shareholding in LCT Shares as at the Entitlement Date

Registered Shareholder(s)

: Shareholder who has registered with TIIH Online as a user


APPENDIX I


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APPENDIX I


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- 20 -

APPENDIX I


- 21 -

RM and sen : Ringgit Malaysia and sen, respectively

Rules : Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia

Shareholder(s) : Shareholder(s) of LCT

Share Registrar : Tricor Investor & Issuing House Services Sdn Bhd (197101000970 (11324-H))

Terms and Conditions : The terms and conditions of the Dividend Reinvestment Scheme as may be amended, modified and supplemented from time to time

TIIH Online : The Share Registrar’s online system (only available to individual Shareholders)

VWAMP : Volume weighted average market price

3. ELIGIBILITY

All Shareholders are eligible to participate in the Dividend Reinvestment Scheme, provided that:



Shareholders without a valid and subsisting CDS account should take note of the following:

As the New LCT Shares to be issued pursuant to the Dividend Reinvestment Scheme will be prescribed securities under the Securities Industry (Central Depositories) Act 1991, the New LCT Shares will be credited directly into the respective CDS accounts of the Shareholders who have elected to reinvest the Electable Portion. No physical share certificates will be issued. In this regard, it is important for Shareholders to have a valid and subsisting CDS account in order to receive their entitled New LCT Shares should they wish to participate in the Dividend Reinvestment Scheme.

Shareholders without a valid and subsisting CDS account who would like to participate in the Dividend Reinvestment Scheme should put in place a valid CDS account.

Foreign Addressed Shareholders should take note of the following:

To avoid any violation on the part of LCT of any securities laws applicable outside Malaysia, the Notices of Election or e-NOE will not be sent to Foreign Addressed Shareholders.

The Dividend Reinvestment Scheme will only be offered for subscription in Malaysia. No action has been or will be taken to ensure that the Dividend Reinvestment Scheme complies with the laws of any countries or jurisdictions other than the laws of Malaysia. Accordingly, the documents relating to the Dividend Reinvestment Scheme including a Notice of Election or e-NOE will not be sent to Foreign Addressed Shareholders. No Foreign Addressed Shareholders shall have a claim whatsoever against LCT as a result of the documents relating to the Dividend Reinvestment Scheme not being sent to such Foreign Addressed Shareholders.

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APPENDIX I


- 22 -

Foreign Addressed Shareholders who receive or come to have in their possession a Notice of Election or e-NOE and/or any other documents relating to the Dividend Reinvestment Scheme may not treat the same as being applicable to them (except where the documents relating to the Proposed DRS have been collected from the Share Registrar in the manner specified below). In any event, Foreign Addressed Shareholders are advised to inform themselves of, and to observe, any prohibitions and restrictions, and to comply with any applicable laws and regulations relating to the Dividend Reinvestment Scheme asmay be applicable to them.

Foreign Addressed Shareholders who wish to participate in the Dividend Reinvestment Scheme are strongly advised to provide the Share Registrar with a registered address or a correspondence address in Malaysia no later than 3 Market Days before the relevant Entitlement Date in respect of any particular Dividend to which the Board has determined that the Dividend Reinvestment Scheme shall apply.

Alternatively, such Foreign Addressed Shareholders may collect the Notice of Election and other documents relating to the Dividend Reinvestment Scheme from the Share Registrar at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or at such address as may be announced by the Company from time to time before the relevant Expiry Date. The Share Registrar is, in such an event, entitled to request for such evidence as they deem necessary to satisfy themselves as to the identity and authority of the person collecting the Notice of Election and or other documents relating to the Dividend Reinvestment Scheme.

Foreign Addressed Shareholders will be solely responsible for seeking advice as to the laws of any jurisdiction that they may be subjected to, and participation by Foreign Addressed Shareholders in the Dividend Reinvestment Scheme shall be on the basis of a warranty by them that they are allowed to lawfully participate in the Proposed DRS without LCT, the Directors and employees of LCT, any of its advisers and/or the directors and employees of the advisers being in breach of the laws of any jurisdiction.

4. MODE OF ELECTION TO PARTICIPATE

Notwithstanding the mode of election selected by a Participating Shareholder to participate in the Dividend Reinvestment Scheme, the Participating Shareholder notes if at any time after the Directors have determined that the Dividend Reinvestment Scheme shall apply to any Dividend and before the allotment and issuance of the New LCT Shares in respect of the Electable Portion, the Board shall consider that by reason of any event or circumstance (whether arising before or after such determination) or by reason of any matter whatsoever it is no longer expedient or appropriate to implement the Dividend Reinvestment Scheme in respect of the Electable Portion, the Board may, in their absolute discretion and as they deem fit in the interest of the Company and without assigning any reason thereof, cancel the application of the Dividend Reinvestment Scheme in relation to the Electable Portion subject to any requirement or provision imposed by any statute, law or regulation in force in Malaysia, as the case may be. In such event, Participating Shareholders shall receive the Electable Portion in cash in the usual manner.


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APPENDIX I


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4.1 Submission of the DRF manually

Subsequent to the Entitlement Date, the Company will, at its discretion, send to each Shareholder 1 or more Notice(s) of Election in relation to each CDS account held by the Shareholders. The Notice of Election and e-NOE will specify, among others, the Expiry Date. Instructions will be provided in the Notice of Election and e-NOE in respect of the action to be taken by the Shareholders should they wish to exercise the Reinvestment Option. To be effective in respect of any Electable Portion, a DRF must be duly completed and executed by the Participating Shareholder as to the confirmation of his/her election to reinvest into New LCT Shares and must be received by the Share Registrar, no later than the Expiry Date. A Shareholder receiving more than 1 Notice of Election may elect to reinvest into New LCT Shares in respect of his/her entitlement to which 1 Notice of Election relates and decline to reinvest into New LCT Shares in respect of his/her entitlement to which any of the Notice of Election relates.

A Shareholder receiving more than 1 Notice of Election and wishing to reinvest into New LCT Shares in respect of all his/her entitlement to the Electable Portion to which the Notices of Election relate, must complete all DRF received by him/her and return the completed DRF to the office of the Share Registrar, no later than the Expiry Date. A DRF to participate in the Dividend Reinvestment Scheme in any other form will not be accepted by the Company.

A DRF in respect of any Electable Portion shall not, upon its receipt by the Company be withdrawn or cancelled.

The Company has the discretion and right to accept or reject any DRF that is incomplete, contains errors or is otherwise defective. The Company is under no obligation to correct any invalid DRF on behalf of any Participating Shareholders or to provide any reason for rejecting any DRF.

By electing to exercise the Reinvestment Option under the Dividend Reinvestment Scheme, the Participating Shareholder unconditionally:

(i) warrants to the Company that it has the legal right and full power and authority to participate in the Dividend Reinvestment Scheme and that its participation in the Dividend Reinvestment Scheme will not result in a breach of any statute, law or regulation or contractual obligations by which it is bound;

(ii) acknowledges that the Company may at any time determine that the Participating Shareholder’s DRF or other form (collectively, “Form”) is valid, even if the relevant Form is incomplete, contains errors or is otherwise defective;

(iii) acknowledges that the Company may accept or reject any Form and agrees that the Company need not provide any reason thereto;

(iv) acknowledges that the Company has not provided and is not obliged to provide the Participating Shareholder with investment advice or any other advice;

(v) agrees to these Terms and Conditions and agrees not to do any act or thing which would be contrary to the intention or purpose of the Dividend Reinvestment Scheme; and

(vi) submits to the jurisdiction of the courts of Malaysia, in each case, at all times until termination of the Dividend Reinvestment Scheme.

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APPENDIX I


- 24 -

4.2 Submission of the e-DRF electronically

The Company will, in its discretion, authorise the Share Registrar to send an electronic notification to the Registered Shareholders. The notification will state the instructions in relation to the action to be taken by a Registered Shareholder who wishes to reinvest into New LCT Shares electronically via TIIH Online. The e-NOE and e-DRF will be available to a Registered Shareholder, upon their login to TIIH Online. Registered Shareholders are advised to read the instructions as well as the terms and conditions of the electronic election via TIIH Online before making an election electronically.

At present, online election via TIIH Online is only available to individual Shareholders. Corporation or institutional Shareholders will have to complete the DRF to reinvest into New LCT Shares.

Participating Shareholders who wish to opt for electronic election via TIIH Online shall take note of the following instructions:

(i) any e-DRF submitted via TIIH Online to the Share Registrar after the Expiry Date shall be regarded as null and void and of no legal effect, unless the Directors determine otherwise, and such Registered Shareholder shall be deemed to have elected to receive the entire Electable Portion in cash. Any e-DRF submitted via TIIH Online, upon its receipt by the Share Registrar from the Participating Shareholder, is irrevocable and shall be binding on him/her;

(ii) a Registered Shareholder will receive 1 notification to login to TIIH Online in relation to all CDS accounts held by the Shareholder. Accordingly, a Registered Shareholder can elect to reinvest into New LCT Shares in respect of each CDS account. If neither an e-DRF via TIIH Online nor the DRF in respect of a CDS account is submitted to the Share Registrar, the Registered Shareholder shall be deemed to have elected to receive the entire Electable Portion in cash;

(iii) multiple submissions of DRF or e-DRF in relation to the same CDS account, or those appearing to be, or suspected of being multiple submissions in relation to the same CDS account, may be rejected by the Company, and such Registered Shareholder shall be treated as having elected to receive the Electable Portion in cash;

(iv) any e-DRF submitted via TIIH Online to the Share Registrar must be in accordance with the terms stipulated in TIIH Online, this Dividend Reinvestment Scheme Statement, the e-NOE and e-DRF. Any e-DRF submitted that does not conform to the terms of TIIH Online, this Dividend Reinvestment Scheme Statement, the e-NOE, the e-DRF or which is illegible may be rejected by the Company. The Company has the discretion and right to accept or reject any e-DRF that is incomplete, contain errors, and/or illegible, and such Registered Shareholder shall be treated as having elected to receive the Electable Portion in cash;

(v) the maximum number of New LCT Shares a Registered Shareholder is entitled to reinvest in as set out in the e-DRF have been computed based on the Registered Shareholders’ entitlement for the Electable Portion as at the Entitlement Date and the Issue Price. A Participating Shareholder will not be allowed to enter a number which is higher than his/her maximum share entitlement of New LCT Shares;

(vi) a stamp duty of RM10.00 will be levied on each e-DRF submitted by the Registered Participating Shareholder. In addition, a handling fee of RM5.00 (inclusive of 0% sales and services tax) is payable to the Share Registrar for each e-DRF submitted via TIIH Online. The stamp duty and handling fee payments will be made electronically via online payment gateway at TIIH Online; and

(vii) the New LCT Shares to be issued pursuant to the Dividend Reinvestment Scheme will be credited directly into the CDS account of the Registered Participating Shareholder.

APPENDIX I


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APPENDIX I


- 24 -












APPENDIX I


- 24 -












APPENDIX I


- 24 -












- 24 -

APPENDIX I


- 25 -

The electronic election made via TIIH Online shall be made on, and subject to the Terms and Conditions and those appearing herein:

(i) by electing to submit the e-DRF via TIIH Online, the Registered Participating Shareholder, if successful, requests and authorises Bursa Depository to credit the New LCT Shares allotted and issued to the Participating Shareholder into his/her CDS account as stated in the Record of Depositors of the Company as at the EntitlementDate;

(ii) this Dividend Reinvestment Scheme Statement, the Dividend Reinvestment Scheme and the Terms and Conditions shall be governed by, and construed in accordance with the laws of Malaysia. Registered Participating Shareholders shall be deemed to have irrevocably and unconditionally submitted to the exclusive jurisdiction of the courts of Malaysia in respect of any matters in connection with the Dividend Reinvestment Scheme;

(iii) Registered Participating Shareholders’ confirmation on the number of New LCT Shares elected to be subscribed for in the e-DRF shall signify, and shall be treated as the Registered Participating Shareholders’ acceptance of the New LCT Shares made available to them in respect of their Electable Portion;

(iv) Registered Participating Shareholder acknowledges that his/her election to submit the e-DRF via TIIH Online is subject to the risks of electrical, electronic, technical, transmission, communication and computer-related faults and breakdowns, fires and other events beyond the control of the Company or Share Registrar and the Registered Participating Shareholder irrevocably agrees that if the Company and Share Registrar does not receive the Registered Participating Shareholder’s e-DRF submitted via TIIH Online or data relating to his/her electronic transmission is wholly or partially lost, corrupted or inaccessible, or not transmitted or communicated to the Company or Share Registrar by the Expiry Date, the Registered Participating Shareholder shall be deemed not to have made an electronic election and he/she shall not make any claim whatsoever against the Company or Share Registrar for the New LCT Shares subscribed for or for any compensation, loss or damage relating to the subscription under the Dividend Reinvestment Scheme;

(v) the Registered Participating Shareholder must inform Bursa Depository promptly of any change in correspondence address, failing which the notice of allotment will be sent to his/her correspondence address last maintained with Bursa Depository;

(vi) the election to reinvest the Electable Portion will not be successfully completed and cannot be recorded as a completed transaction on TIIH Online unless the Registered Participating Shareholder completes all the steps required. By doing so, the Registered Participating Shareholder shall be deemed to have confirmed agreement and compliance to all the terms and conditions of TIIH Online; and

(vii) by submitting an e-DRF via TIIH Online, the Registered Participating Shareholder agrees that:

(a) in consideration of the Company agreeing to allow and accept the Participating Shareholder’s e-DRF via TIIH Online at his/her respective internet services website, his/her e-DRF submission is irrevocable and cannot be subsequently withdrawn or cancelled;

(b) the Company or Share Registrar shall not be liable for any delays, failures or inaccuracies in the processing of data relating to his/her e-DRF due to a breakdown or failure of transmission or communication facilities, or due to any cause beyond the Company or the Share Registrar’s control;

- 25 -

APPENDIX I


- 26 -

(c) in relation to any legal action, proceedings or dispute arising out of or in relation with the contract between the parties and/or TIIH Online and/or any terms herein, all rights, obligations and liabilities shall be construed and determined in accordance with the laws of Malaysia and with all directives, rules, regulations and notices from regulatory bodies and that the Participating Shareholder irrevocably submits to the jurisdiction of the courts of Malaysia;

(d) the Share Registrar, with the authority of the Company, reserves the right to reject any e-DRF which do not conform to these instructions;

(e) any e-DRF submitted via TIIH Online that does not comply with the Terms and Conditions shall be treated as invalid;

(f) should the Registered Participating Shareholder fail to meet or comply with the terms and conditions stipulated herein or fail to provide the information required accurately, the Company and/or the Share Registrar has the absolute right to reject the Registered Participating Shareholder’s e-DRF submitted;

(g) in the event the Company and/or the Share Registrar rejects any e-DRF or exercises its discretion to accept any e-DRF submitted notwithstanding the non-compliance with any or all of the Terms and Conditions, the Company and/or the Share Registrar shall be absolved from any or all forms of liabilities, losses, damages, costs and claims that may be incurred or suffered by them as a result thereof;

(h) the Company and/or the Share Registrar reserves the right to reject or accept any e-DRF submitted via TIIH Online, in whole or in part, without assigning any reason therefor;

(i) any invalid or rejected e-DRF shall be treated as having elected to receive the Electable Portion in cash;

(j) acknowledges that the Company has not provided the Registered Participating Shareholders with investment advice or any other advice; and

(k) any e-DRF submitted via TIIH Online received by the Share Registrar after the Expiry Date shall be regarded as null and void and of no legal effect unless the Board at its sole discretion determines otherwise and such Registered Shareholder who is entitled to the Dividend based on his/her entitlement as at the Entitlement Date, as the case may be, shall be deemed to have elected to receive their Electable Portion entitlement in cash.

5. EXTENT OF APPLICATION OF DIVIDEND REINVESTMENT SCHEME TO EACH ELECTABLE PORTION

The Board may, at its absolute discretion, determine in respect of any Dividend, whether the Dividend Reinvestment Scheme shall apply and if so whether it is for the whole or a portion of the Dividend. If, in its absolute discretion, the Board has not determined that the Dividend Reinvestment Scheme is to apply to a particular Dividend, such Dividend shall be paid in cash to Shareholders in the usual manner through a Dividend Payment Account.

- 26 -

APPENDIX I


- 27 -

6. SHARE ENTITLEMENT

Maximum Share Entitlement

By electing to participate in the Dividend Reinvestment Scheme in respect of any Notice of Election or e-NOE received by him/her, a Shareholder elects to reinvest the whole or part of the Electable Portion,to which such Notice of Election or e-NOE relates, in the New LCT Shares.

In respect of any Electable Portion, the number of New LCT Shares to be allotted and issued to the Participating Shareholder electing to reinvest the whole or, if applicable, part of the Electable Portion in New LCT Shares in respect of a Notice of Election or e-NOE shall be calculated in accordance with the following formula:

𝑵𝑵 = 𝐒𝐒 × 𝐃𝐃𝑽𝑽

Where:

N : is the maximum number of new LCT Shares to be allotted and issued as fully paid-up to the Participating Shareholder (who exercises the Reinvestment Option) in respect of such Notice of Election or e-NOE.

S : is the number of LCT Shares held by the Participating Shareholder (who exercises the Reinvestment Option) as at the Entitlement Date to which such Notice of Election or e-NOE relates.

D : is the Electable Portion or a part thereof (after deduction of applicable income tax).

V : is the Issue Price.

Any fractional entitlement of New LCT Shares computed in accordance with the above formula will be received in cash by the Participating Shareholders in the usual manner through a Dividend Payment Account.

The percentage shareholding of a Shareholder will be diluted should he/she not exercise his/her Reinvestment Option. However, the extent of the dilution will depend on the number of New LCT Shares issued by LCT pursuant to the exercise level of the Reinvestment Option exercised by other Shareholders.


- 27 -

APPENDIX I


- 28 -

Balance of the Electable Portion

In respect of any Electable Portion, the balance of the Electable Portion in respect of a Notice of Election or e-NOE which is not reinvested into New LCT Shares and/or fractional entitlement of New LCT Sharesand/or amount yielding odd lots in relation to the Electable Portion under the Dividend Reinvestment Scheme, whichever is applicable, of which will be paid to the Participating Shareholder in cash in the usual manner (“Balance of the Electable Portion”) shall be calculated in accordance with the following formula:

𝑩𝑩 = (𝑺𝑺 × 𝑫𝑫) − (𝑨𝑨 × 𝑽𝑽)

Where:

B : is the Balance of the Electable Portion in respect of such Notice of Election or e-NOE relates.

S : is the number of LCT Shares held by the Participating Shareholder (who exercises the Reinvestment Option) as at the Entitlement Date to which such Notice of Election or e-NOE relates.

D : is the Electable Portion or a part thereof (after deduction of applicable income tax).

A : is the number of New LCT Shares that the Participating Shareholder elects to subscribe for in respect of the Electable Portion to which such Notice of Election or e-NOE relates.

V : is the Issue Price.

The Balance of the Electable Portion will be paid to the Participating Shareholders in cash in the usualmanner through a Dividend Payment Account.

7. TERMS OF ALLOTMENT

The maximum number of New LCT Shares to be issued under the Dividend Reinvestment Scheme will depend on, amongst others:

(i) the quantum of the Dividends;

(ii) the Board’s decision on the proportion/size of the Electable Portion;

(iii) the number and/or extent of Shareholders who elect to exercise the Reinvestment Option;

(iv) the Issue Price; and

(v) any necessary downward adjustment by the Board to the final number of New LCT Shares to be allotted and issued to any of the Shareholders as referred to in Section 14(ii) of this statement.

Unless the Board otherwise determines, all New LCT Shares allotted under the Dividend Reinvestment Scheme will be allotted as fully paid-up. Any New LCT Shares to be allotted and issued pursuant to the Dividend Reinvestment Scheme will rank equally in all respects with the existing LCT Shares, save and except that the holders of New LCT Shares shall not be entitled to any dividends, rights, allotments and/or other distributions in respect of which the entitlement date is before the Allotment Date.

As the New LCT Shares to be issued pursuant to the Dividend Reinvestment Scheme will be prescribed securities, the New LCT Shares will be credited directly into the respective CDS accounts of the Shareholders who have elected to reinvest the Electable Portion. No physical share certificates will be issued.

- 28 -

APPENDIX I


- 29 -

8. ODD LOTS AND FRACTIONAL SHARES

Shareholders who exercise the Reinvestment Option and receive New LCT Shares may be allotted such New LCT Shares in odd lots depending on his/her entitlement of New LCT Shares. Shareholders who receive odd lots of New LCT Shares and wish to trade such odd lots may do so via the odd lots markets of Bursa Securities, which allows the trading of odd lots with a minimum of 1 LCT Share.

A Shareholder who does not wish to receive New LCT Shares in odd lots may round down the number of New LCT Shares elected such that he/she will receive New LCT Shares in multiples of, and not less than 100 New LCT Shares. Where a Shareholder’s entitlement of New LCT Shares is less than 100, the Shareholder can elect to receive his/her entire Dividend entitlement in cash in the usual manner or New LCT Shares in odd lots.

Fractional New LCT Shares will not be allotted. Any amount of a dividend payment that is insufficient for the issuance of 1 whole New LCT Share will be received in cash by Shareholders in the usual manner together with the Non-Electable Portion (if any).

9. NOTIFICATION LETTERS TO PARTICIPATING SHAREHOLDERS

LCT will within 8 Market Days from the Expiry Date or such other period as may be prescribed by Bursa Securities, allot and issue the New LCT Shares and despatch notices of allotment to the Participating Shareholders. Concurrently, on the Allotment Date, the Non-Electable Portion and the balance of the Electable Portion not reinvested will be paid in cash to the respective Shareholders in the usual manner through a Dividend Payment Account, where applicable.

An announcement will also be made in respect of the Market Day on which the New LCT Shares will be listed and quoted on the Main Market of Bursa Securities.

10. COST TO THE PARTICIPATING SHAREHOLDERS

The New LCT Shares will be issued free from any brokerage or fees to the Participating Shareholders (unless otherwise provided by any statute, law or regulation).

However, a stamp duty of RM10.00 will be levied on each DRF or e-DRF submitted by the Participating Shareholders. In addition, Participating Shareholders submitting the e-DRF via TIIH Online will be charged a handling fee of RM5.00 (inclusive of 0% sales and services tax) by the Share Registrar for each e-DRF.

11. CANCELLATION OF APPLICATION OF DIVIDEND REINVESTMENT SCHEME

Notwithstanding any other provisions, the Terms and Conditions of the Dividend Reinvestment Scheme set out herein or otherwise and irrespective of whether an election to exercise the Reinvestment Option has been made, if at any time after the Board has determined that the Dividend Reinvestment Scheme shall apply to any Dividend and before the allotment and issuance of the New LCT Shares in respect of the Electable Portion, the Board shall consider that by reason of any event or circumstance (whether arising before or after such determination) or by reason of any matter whatsoever it is no longer expedientor appropriate to implement the Dividend Reinvestment Scheme in respect of the Electable Portion, the Board may, in their absolute discretion and as they deem fit in the interest of the Company and without assigning any reason thereof, cancel the application of the Dividend Reinvestment Scheme in relation to the Electable Portion subject to any requirement or provision imposed by any statute, law or regulation in force in Malaysia, as the case may be. In such event, Shareholders shall receive the Electable Portion in cash in the usual manner from the Dividend Payment Account.

- 29 -

APPENDIX I


- 30 -

12. MODIFICATION, SUSPENSION AND TERMINATION OF THE DIVIDEND REINVESTMENT SCHEME

Subject to any requirement or provision imposed by any statute, law or regulation in force in Malaysia, as the case may be, the Dividend Reinvestment Scheme and the Terms and Conditions may be modified, suspended (in whole or in part) or terminated at any time by the Board as it deems fit or expedient by giving notice in writing to all Shareholders in such manner as the Board deems fit, notwithstanding any other provisions or the terms and conditions of the Dividend Reinvestment Scheme stating the contrary and irrespective of whether a Reinvestment Option has been offered or an election to exercise the Reinvestment Option has been made by a Shareholder.

In the case of a suspension, the Dividend Reinvestment Scheme will be suspended (in whole or in part, as the case may be) until such time as the Board may resolve at its absolute discretion, to recommence or terminate the Dividend Reinvestment Scheme in such manner as the Board deems fit. If the Dividend Reinvestment Scheme is recommenced, Participating Shareholders’ Notice of Election or e-NOE confirming their participation under the previously suspended Dividend Reinvestment Scheme will be valid and have full force and effect in accordance with these Terms and Conditions and any directions, terms and conditions to Shareholders for such recommencement of the Dividend Reinvestment Scheme which may be notified to all Shareholders.

13. GENERAL ADMINISTRATION OF THE DIVIDEND REINVESTMENT SCHEME

The Board may implement the Dividend Reinvestment Scheme in the manner it deems fit in its absolute discretion. The Board has the power to:

(i) determine procedures, rules and regulations for administration of the Dividend Reinvestment Scheme which are consistent with these Terms and Conditions, as may be amended or modifiedfrom time to time;

(ii) settle in such manner as it thinks fit, any difficulty, anomaly or dispute (including relating to the interpretation of any provision, regulation or procedure or as to any rights under the Dividend Reinvestment Scheme) which may arise in connection with the Dividend Reinvestment Scheme, whether generally or in relation to any Participating Shareholder or any LCT Shares and the determination of the Board will be conclusive and binding on all Shareholders and other persons to whom the determination relates;

(iii) delegate to any 1 or more persons, for such period and on such conditions as the Board may determine, the exercise of any of its powers or discretion under or in respect of the Dividend Reinvestment Scheme and references to a decision, opinion or determination of the Boardinclude a reference to the decision, opinion or determination of the person or persons to whom the Board has delegated its authority for the purposes of administering the Dividend Reinvestment Scheme; and

(iv) waive strict compliance by the Company or any Shareholder with any of these Terms and Conditions.

Any matter to be decided, determined, fixed, resolved or waived by the Board in respect of the Dividend Reinvestment Scheme, shall be decided, determined, fixed and resolved or waived by the Board at its absolute discretion as it deems fit without assigning any reason.

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APPENDIX I


- 31 -

14. IMPLICATIONS OF THE RULES AND OTHER SHAREHOLDING LIMITS

(i) Implications of the Rules

Pursuant to Paragraph 4.01, Part B of the Rules and Sections 217 and 218 of the CMSA, a Shareholder should note that he/she may be under an obligation to extend a mandatory take-over offer for all the remaining LCT Shares not already owned by him/her and persons acting in concert with him/her (collectively, the “Affected Parties”), if by participating in the Dividend Reinvestment Scheme in relation to the reinvestment of the Electable Portion:

(a) the Affected Parties have obtained control in the Company via the acquisition or holding of, or entitlement to exercise or control the exercise of voting shares or voting rights of more than 33% in the Company or such other amount as may be prescribed in the Rules, howsoever effected; or

(b) the Affected Parties have acquired more than 2% of the voting shares or voting rights of the Company in any period of 6 months and the Affected Parties hold more than 33% but not more than 50% of the voting shares or voting rights of the Company during the said 6 months period.

In the event an obligation to undertake a mandatory take-over offer is expected to arise resulting from a Shareholder’s participation in the Dividend Reinvestment Scheme, the Affected Parties may wish to consult their professional adviser(s) at the earliest opportunity in relation to:

(a) any obligation to make a mandatory take-over offer under the Rules as a result of any subscription of New LCT Shares through his/her participation in the Dividend Reinvestment Scheme; and

(b) whether or not to make an application to the Securities Commission Malaysia to obtain an exemption from the obligation to undertake a mandatory take-over offer pursuant to the Rules prior to exercising his/her Reinvestment Option.

The statements herein do not purport to be a comprehensive or exhaustive description of all the relevant provisions of, or all implications that may arise under, the Rules or other relevant legislation or regulations.

(ii) Other shareholding limits

All Shareholders are responsible for ensuring that their participation in the Dividend Reinvestment Scheme will not result in a breach by any Shareholder of any restrictions in relation to their respective holding of LCT Shares which may be imposed on the Shareholders by contractual obligations, or by statute, law or regulation in force in Malaysia or any other relevant jurisdiction, or by any relevant authorities, as the case may be (unless the requisite approvals under the relevant statute, law or regulation or from the relevant authorities are first obtained or the relevant contractual obligation is otherwise waived in accordance with the terms and conditions of the relevant contracts), or as prescribed in the Constitution of LCT.

In view of the above, notwithstanding anything to the contrary, should the Board be aware of or be informed in writing of any expected breach of such shareholding limits as a result of the exercise of the Reinvestment Option by such Shareholder, the Board shall be entitled, but not obligated, (save and except where required by law) to reduce or limit the number of New LCT Shares to be issued to such Shareholder and/or pay to such Shareholder, the Electable Portion or any part thereof in cash.

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APPENDIX I


- 32 -

15. DISCLAIMER

Notwithstanding anything to the contrary, the Board and the Company, including any of its subsidiarycompanies and its respective directors, officers, employees, advisers, agents, affiliates and representatives and the employees of the advisers, agents, affiliates and representatives, shall not, under any circumstance, be held liable for any damages, cost, loss and expense whatsoever and howsoever arising/incurred/suffered by any person including any Shareholder arising out of or in connection with the Dividend Reinvestment Scheme including (but not limited to):

(i) any obligation of any Shareholder to undertake a mandatory take-over offer as a result of the Dividend Reinvestment Scheme;

(ii) a breach of any restrictions on any Shareholder’s holding of LCT Shares which may be imposedon the Shareholders by contractual obligations, or by any statute, law or regulation in force in Malaysia or any other relevant jurisdiction, or by any relevant authorities; and

(iii) any losses suffered by any Shareholders due to changes in share prices of LCT Shares or the quantum of future Dividends after the implementation of the Dividend Reinvestment Scheme.

16. GOVERNING LAW

The Dividend Reinvestment Scheme Statement, the Dividend Reinvestment Scheme, and the Terms and Conditions thereof shall be governed by, and construed in accordance with the laws of Malaysia.

17. NOTICES AND STATEMENT

Unless otherwise provided in these Terms and Conditions, any notices, documents and statements required to be given by the Company to a Shareholder shall be given in accordance with the provisions of the Constitution of LCT.


- 32 -

APPENDIX II

FURTHER INFORMATION

- 33 -

1. DIRECTORS’ RESPONSIBILITY STATEMENT

This Circular has been seen and approved by the Board who individually and collectively accept full responsibility for the accuracy of the information given and confirm that, having made all reasonable enquiries and to the best of the Board’s knowledge and belief, there are no other facts, the omission of which would make any statement in this Circular false or misleading.

2. CONSENTS AND CONFLICT OF INTEREST

PIVB, being the Adviser for the Proposed DRS, has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name and all references to them in the form and context in which they appear in this Circular.

PIVB has given its written confirmation that it is not aware of any circumstances or relationships which would give rise to a conflict of interest or potential conflict of interest situation in its capacity as the Adviser for the Proposed DRS.

3. MATERIAL COMMITMENTS AND CONTINGENT LIABILITIES

3.1 Material commitments

Save as disclosed below, as at the LPD, the Board is not aware of any other material commitments incurred or known to be incurred by the Group which, upon becoming enforceable, may have a material impact on the financial results of the Group:

RM’000

Contracted but not provided for 250,695

Approved but not contracted for 459,429

710,124

3.2 Contingent liabilities

As at the LPD, the Board is not aware of any contingent liabilities incurred or known to be incurred by the Group which, upon becoming enforceable, may have a material impact on the financial results or position of the Group.

4. MATERIAL LITIGATION, CLAIMS OR ARBITRATION

As at the LPD, the Group is not engaged in any material litigation, either as the plaintiff or defendant,claims or arbitration which have a material effect on the financial position or business of the Group andthe Board is not aware of any proceedings pending or threatened against the Group, or of any facts which are likely to give rise to any proceedings which may materially and adversely affect the financial position or business of the Group.

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APPENDIX II

FURTHER INFORMATION (Cont’d)

- 34 -

5. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of LCT at 6th

Floor, Bangunan Malaysian Re, No. 17, Lorong Dungun, Damansara Heights, 50490 Kuala Lumpur, Malaysia during normal business hours from Mondays to Fridays (except public holidays) from the date of this Circular up to and including the date of the forthcoming EGM of the Company:

(i) the Constitution of LCT;

(ii) the audited consolidated financial statements of LCT for the past 2 FYEs 31 December 2018 and 31 December 2019;

(iii) the latest unaudited consolidated financial results for the 6-months FPE 30 June 2020; and

(iv) the letters of consent and declaration of conflict of interest referred to in Section 2 of this Appendix.


- 34 -




NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting (“EGM”) of Lotte Chemical Titan Holding Berhad (“LCT” or “Company”) will be held on virtual basis through live streaming from the broadcast venue at Tricor Business Centre, Manuka 2 & 3 Meeting Room, Unit 29-01, Level 29, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia (“Broadcast Venue”),on Thursday, 24 September 2020 at 10.00 a.m. or at any adjournment thereof, for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions using the Remote Participation and Voting Facilities (“RPV”) provided by Tricor Investor & Issuing House Services Sdn Bhd (“Tricor”) via its TIIH Online website at https://tiih.online:

ORDINARY RESOLUTION 1

PROPOSED ESTABLISHMENT OF A DIVIDEND REINVESTMENT SCHEME THAT PROVIDES THE SHAREHOLDERS OF LCT WITH AN OPTION TO ELECT TO REINVEST THEIR CASH DIVIDENDS IN NEW ORDINARY SHARES OF LCT (“LCT SHARE(S)”) (“PROPOSED DRS”)

“THAT subject to the approvals of the relevant regulatory authorities, if required for the Proposed DRS being obtained and to the extent permitted by law:

(i) the Proposed DRS which shall upon such terms and conditions as the Board of Directors of LCT (“Board”), at its sole and absolute discretion, deem fit be and is hereby approved;

(ii) the Board be and is hereby authorised:

(a) to establish and implement the Proposed DRS and the terms and conditions of the Proposed DRS;

(b) to determine, at their sole and absolute discretion, whether the Proposed DRS will apply to any dividends declared (whether interim, final, special or any other type of cash dividends) and/or approved by the Company;

(c) to allot and issue such number of new LCT Shares from time to time as may be required to be allotted and issued pursuant to the Proposed DRS (“New LCT Shares”); and

(d) to do all such acts and enter into all such transactions, arrangements and agreements and to execute, sign and deliver, for and on behalf of the Company, all such documents and impose such terms and conditions or delegate any part of its powers as may be necessary or expedient in order to give full effect to the Proposed DRS, with full powers to assent to any conditions, modifications, variations and/or amendments including amendment, modification, suspension and termination of the Proposed DRS as the Board may, in its absolute discretion, deem fit and in the best interest of the Company and/or as may be imposed or agreed to by any relevant authorities;

AND THAT the New LCT Shares to be allotted and issued pursuant to the Proposed DRS shall be listed on the Main Market of Bursa Malaysia Securities Berhad and shall, upon allotment and issuance, rank equally in all respects with the existing LCT Shares, save and except that the holders of such New LCT Shares shall not be entitled to any dividend, rights, allotments and/or other forms of distribution that may be declared, made or paid for which the entitlement date of the said distribution precedes the date of allotment and issuance date of such New LCT Shares.”




NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting (“EGM”) of Lotte Chemical Titan Holding Berhad (“LCT” or “Company”) will be held on virtual basis through live streaming from the broadcast venue at Tricor Business Centre, Manuka 2 & 3 Meeting Room, Unit 29-01, Level 29, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia (“Broadcast Venue”),on Thursday, 24 September 2020 at 10.00 a.m. or at any adjournment thereof, for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions using the Remote Participation and Voting Facilities (“RPV”) provided by Tricor Investor & Issuing House Services Sdn Bhd (“Tricor”) via its TIIH Online website at https://tiih.online:


PROPOSED ESTABLISHMENT OF A DIVIDEND REINVESTMENT SCHEME THAT PROVIDES THE SHAREHOLDERS OF LCT WITH AN OPTION TO ELECT TO REINVEST THEIR CASH DIVIDENDS IN NEW ORDINARY SHARES OF LCT (“LCT SHARE(S)”) (“PROPOSED DRS”)

“THAT subject to the approvals of the relevant regulatory authorities, if required for the Proposed DRS being obtained and to the extent permitted by law:

(i) the Proposed DRS which shall upon such terms and conditions as the Board of Directors of LCT (“Board”), at its sole and absolute discretion, deem fit be and is hereby approved;

(ii) the Board be and is hereby authorised:

(a) to establish and implement the Proposed DRS and the terms and conditions of the Proposed DRS;

(b) to determine, at their sole and absolute discretion, whether the Proposed DRS will apply to any dividends declared (whether interim, final, special or any other type of cash dividends) and/or approved by the Company;

(c) to allot and issue such number of new LCT Shares from time to time as may be required to be allotted and issued pursuant to the Proposed DRS (“New LCT Shares”); and

(d) to do all such acts and enter into all such transactions, arrangements and agreements and to execute, sign and deliver, for and on behalf of the Company, all such documents and impose such terms and conditions or delegate any part of its powers as may be necessary or expedient in order to give full effect to the Proposed DRS, with full powers to assent to any conditions, modifications, variations and/or amendments including amendment, modification, suspension and termination of the Proposed DRS as the Board may, in its absolute discretion, deem fit and in the best interest of the Company and/or as may be imposed or agreed to by any relevant authorities;

AND THAT the New LCT Shares to be allotted and issued pursuant to the Proposed DRS shall be listed on the Main Market of Bursa Malaysia Securities Berhad and shall, upon allotment and issuance, rank equally in all respects with the existing LCT Shares, save and except that the holders of such New LCT Shares shall not be entitled to any dividend, rights, allotments and/or other forms of distribution that may be declared, made or paid for which the entitlement date of the said distribution precedes the date of allotment and issuance date of such New LCT Shares.”


ISSUANCE OF NEW LCT SHARES IN RELATION TO THE PROPOSED DRS (“ISSUANCE OF NEW LCT SHARES”)

“THAT subject to the passing of Ordinary Resolution 1 and the approvals of the relevant regulatory authoritiesor parties being obtained, where required, approval be and is hereby given to the Board to allot and issue such number of New LCT Shares from time to time as may be required to be allotted and issued pursuant to the Proposed DRS until the conclusion of the Company’s next annual general meeting, upon terms and conditions and to such persons as the Board may, in its absolute discretion, deem fit and in the best interest of the Company;

THAT the issue price of the said New LCT Shares, which will be determined by the Board on the price fixing date to be determined and announced later, shall be at an issue price of not more than 10% discount to the weighted volume average market price (“VWAMP”) of LCT Shares for the 5 market days immediately prior to the price fixing date. The VWAMP of LCT Shares shall be adjusted ex-dividend before applying the aforementioned discount in fixing the issue price at the material time.

AND THAT the Board be and is hereby authorised to do all such acts and enter into all such transactions, arrangements, deeds and undertakings and to execute, sign and deliver for and on behalf of the Company, all such documents and impose such terms and conditions or delegate all or any part of its powers as may be necessary or expedient in order to implement, finalise and give full effect to the Issuance of New LCT Shares, with full powerto assent to any conditions, modifications, variations and/or amendments including amendments, modifications, suspension and termination of the Proposed DRS as the Board may, in its absolute discretion, deem fit and in the best interest of the Company and/or may be imposed or agreed to by any other relevant authorities.”

By order of the Board

Philip Kong Chock Hoon (SSM PC No. 201908003235)(MACS 01402)

Lim Yoke Ping (SSM PC No. 202008000469)(MACS 01810)

Cynthia Gloria Louis (SSM PC No. 201908003061)(MAICSA 7008306)Company Secretaries

Kuala Lumpur1 September 2020

Notes:

1. The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act, 2016 which requires the Chairman of the meeting to be present at the main venue of the meeting. Shareholders WILL NOT BE ALLOWED to attend the EGM in person at the Broadcast Venue on the day of the meeting. Shareholders are to attend, participate and vote remotely at the EGM via the RPV provided by Tricor via its TIIH Online website at https://tiih.online. Please follow the Procedures for RPV in the Administrative Notes of the EGM.

2. In respect of deposited securities, only Members whose names appear in the Record of Depositors on 17 September 2020 shall be entitled to attend, speak and vote at this EGM. The right to speak is not limited to verbal communication only but includes other modes of expression. Therefore, all shareholders and proxies may communicate via real time submission of typed texts during the live streaming of the EGM.

3. A member entitled to attend and vote at the above meeting is entitled to appoint not more than 2 proxies to attend and vote instead of him save for a member who is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in 1 securities account (“omnibus account”), there is no limit to the number of proxies which such member may appoint in respect of each omnibus account it holds. There shall be no restriction as to the qualification of the proxy and a proxy duly appointed to attend and vote at a meeting of the Company shall have the same rights as the member to speak at the meeting.

4. A member who has appointed a proxy to attend, participate and vote at this EGM via RPV must request his/her proxy to register himself/herself for RPV at TIIH Online website at https://tiih.online. Please follow the Procedures for RPV in the Administrative Notes of the EGM.

5. Where a member appoints 2 proxies, the appointment shall be invalid unless he specifies the proportions of his holding(s) to be represented by each proxy.

6. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the appointer is a corporation, either under its Common Seal or under the hand of an officer or attorney duly authorised in writing.

7. The Form of Proxy must be deposited at the office of the Company’s Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd, Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time appointed for holding the meeting. The proxy appointment may also be submitted electronically via Tricor’s TIIH Online website at https://tiih.online not less than 48 hours before the time appointed for holding the meeting. Kindly refer to the Administrative Notes for further information on electronic submission of the Form of Proxy.

✄

FORM OF PROXY

LOTTE CHEMICAL TITAN HOLDING BERHAD(Registration No. 199101012045 (222357-P))(Incorporated in Malaysia)

I/We

NRIC No./Company No. of ___________________________________

being a member / members of LOTTE CHEMICAL TITAN HOLDING BERHAD (Registration No. 199101012045 (222357-P)) hereby appoint the following person(s):

Name NRIC/ Passport No Address No. of shares to be represented by proxy

1.

2.

For a member who is an authorised nominee with omnibus account, please state the details of the proxies as above if more than 2 on your letterhead and to attach the same to this Form of Proxy.

or failing him/her/them, THE CHAIRMAN OF THE MEETING, as my/our proxy/proxies, to vote for me/us on my/our behalf at the Extraordinary General Meeting (“EGM”) of the Company to be held virtual basis through live streaming from the broadcast venue at Tricor Business Centre, Manuka 2 & 3 Meeting Room, Unit 29-01, Level 29, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia (“Broadcast Venue”) on Thursday,24 September 2020 at 10.00 a.m. and at any adjournment thereof in the manner as indicated below in respect of the following Resolutions using the Remote Participation and Voting Facilities (“RPV”) provided by Tricor Investor & Issuing House Services Sdn Bhd (“Tricor”) via its TIIH Online website at https://tiih.online:

ORDINARY RESOLUTIONS FOR AGAINST

Ordinary Resolution 1 Proposed DRS

Ordinary Resolution 2 Issuance of New LCT Shares

Please indicate with an “x” in the appropriate space how you wish your vote(s) to be cast. If no instruction on voting is given, the proxy/proxies may vote or abstain from voting at his/her/their discretion.

Date: _________________________ Signature of Shareholder(s)

Notes:1. The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act, 2016 which requires the Chairman of the meeting to

be present at the main venue of the meeting. Shareholders WILL NOT BE ALLOWED to attend the EGM in person at the Broadcast Venue on the day of the meeting. Shareholders are to attend, participate and vote remotely at the EGM via the RPV provided by Tricor via its TIIH Online website at https://tiih.online. Please follow the Procedures for RPV in the Administrative Notes of the EGM.




5. Where a member appoints 2 proxies, the appointment shall be invalid unless he specifies the proportions of his holding(s) to be represented by each proxy.6. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the appointer is a

corporation, either under its Common Seal or under the hand of an officer or attorney duly authorised in writing.7. The Form of Proxy must be deposited at the office of the Company’s Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd, Unit 32-01, Level

32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time appointed for holding the meeting. The proxy appointment may also be submitted electronically via Tricor’s TIIH Online website at https://tiih.online not less than 48 hours before the time appointed for holding the meeting. Kindly refer to the Administrative Notes for further information on electronic submission of the Form of Proxy.

PERSONAL DATA NOTICEBy submitting the Form of Proxy, the shareholder or proxy accepts and agrees to the collection, use and disclosure of their personal data bythe Company (or its agents or service providers) for the purpose of preparation and compilation of documents relating to the EGM (including any adjournment thereof).

No. of shares held

CDS Account no.

Tel no.

FORM OF PROXY


I/We




1.

2.

















No. of shares held

CDS Account no.

Tel no.

FORM OF PROXY


I/We




1.

2.

















No. of shares held

CDS Account no.

Tel no.

FORM OF PROXY


I/We




1.

2.

















No. of shares held

CDS Account no.

Tel no.

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Share RegistrarTricor Investor & Issuing House Services Sdn Bhd

(Registration No. 197101000970 (11324-H))Unit 32-01, Level 32, Tower A,

Vertical Business Suite, Avenue 3,Bangsar South, No. 8, Jalan Kerinchi,

59200 Kuala Lumpur, Malaysia

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Share RegistrarTricor Investor & Issuing House Services Sdn Bhd

(Registration No. 197101000970 (11324-H))Unit 32-01, Level 32, Tower A,

Vertical Business Suite, Avenue 3,Bangsar South, No. 8, Jalan Kerinchi,

59200 Kuala Lumpur, Malaysia

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AFFIXSTAMP

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