Untitled

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad (“Bursa Malaysia”) 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. GLOBALTEC FORMATION BERHAD
(Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS
in relation to the
Proposed Renewal Of Existing Shareholders’ Mandate For
Recurrent Related Party Transactions Of A Revenue Or Trading
Nature; And
Proposed New Shareholders’ Mandate For Recurrent Related
Party Transactions Of A Revenue Or Trading Nature
The ordinary resolutions in respect of the above proposals will be tabled as Special Business at the Second Annual General Meeting of the Company. The Notice of the Second Annual General Meeting of the Company to be held at Concorde III, Level 2, Concorde Hotel Shah Alam, 3 Jalan Tengku Ampuan Zabedah, 40100 Shah Alam, Selangor Darul Ehsan on Wednesday, 27 November 2013 at 10.00 a.m. and the Form of Proxy are sent together with the Annual Report 2013. Shareholders are advised to refer to the Notice of the Second Annual General Meeting and the Form of Proxy. The Form of Proxy must be deposited at the Company’s Share Registrar at Tricor Investor Services Sdn Bhd, Level 17, The Gardens, North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not later than 48 hours before the time set for holding the Second Annual General Meeting or any adjournment thereof. DEFINITIONS
Except where the context otherwise requires, the following definitions shall apply throughout this Circular:
Companies Act 1965, as amended from time to time and any re-enactment thereof Atmel Corporation of the United States of America Board of Directors of Globaltec Formation Berhad Shall have the meaning given in Section 4 of the Act and includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a director of the listed issuer or any other company which is its subsidiary or holding company or a chief executive officer of the listed issuer, its subsidiary or holding company. GFB, its subsidiaries and associated companies The Listing Requirements of Bursa Malaysia Includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a person who has an interest or interests in one or more voting shares in the Company (or any other company which is its subsidiary or holding company) and the nominal amount of that share, or the aggregate of the nominal amounts of those shares is: (a) equal to or more than 10% of the aggregate of the nominal amounts of all the (b) equal to or more than 5% of the aggregate of the nominal amounts of all the voting shares in the company where such person is the largest shareholder of the company. For the purpose of this definition, “interest in shares” shall have the meaning given in Section 6A of the Act. DEFINITIONS (Cont’d)
In relation to a director or a major shareholder, means such person who falls under any one of the following categories: (a) a member of the director’s or major shareholder’s family; (b) a trustee of a trust (other than a trustee for an employee share scheme or pension scheme) under which the director, major shareholder or a member of the director’s or major shareholder’s family is the sole beneficiary; (c) a partner of the director, major shareholder or a partner of a person connected with that director or major shareholder; (d) a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the director or major shareholder; (e) a person in accordance with whose directions, instructions or wishes the director or major shareholder is accustomed or is under an obligation, whether formal or informal, to act; (f) a body corporate or its directors which/who is/are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the director or major shareholder; (g) a body corporate or its directors whose directions, instructions or wishes the director or major shareholder is accustomed or under an obligation, whether formal or informal, to act; (h) a body corporate in which the director, major shareholder and/or persons connected with him are entitled to exercise, or control the exercise of, not less than 15% of the votes attached to voting shares in the body corporate; or (i) a body corporate which is a related corporation. The proposed new shareholders’ mandate for GFB Group to enter into recurrent Related Party Transactions of a revenue or trading nature with Related Party or Parties in the ordinary course of business which are necessary for GFB Group’s day to day operations The proposed renewal of existing shareholders’ mandate for GFB Group to enter into recurrent Related Party Transactions of a revenue or trading nature with Related Party or Parties in the ordinary course of business which are necessary for GFB Group’s day to day operations A Director, major shareholder or persons connected with such Director or major shareholder A transaction entered into by GFB Group which involves the interest, direct or CONTENTS

LETTER TO SHAREHOLDERS OF GFB CONTAINING:
DETAILS OF THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE AND THE PROPOSED NEW SHAREHOLDERS’ MANDATE.…………………… RATIONALE FOR THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE AND THE PROPOSED NEW SHAREHOLDERS’ MANDATE …. CONDITIONS OF THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE AND THE PROPOSED NEW SHAREHOLDERS’ MANDATE ….………………………. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS. 6 AGM…………………………….………….…. 7 APPENDICES
DETAILS OF SUBSIDIARIES AND ASSOCIATED COMPANIES OF GFB….…………… GLOBALTEC FORMATION BERHAD
Registered Office:
Board of Directors:
Datuk Dr Goh Tian Chuan, JP (Group Executive Chairman) Kong Kok Keong (Group Deputy Executive Chairman) Chen Heng Mun (Executive Director/Group Finance Director) Ash’ari bin Ayub (Independent Non-Executive Director) Ng Kok Hok (Independent Non-Executive Director) Wong Zee Shin (Independent Non-Executive Director) Mej Jen Dato’ Mokhtar bin Perman (Rtd) (Non-Independent Non-Executive Director) To : The Shareholders of Globaltec Formation Berhad
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE AND PROPOSED NEW SHAREHOLDERS’
MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING
INTRODUCTION
On 28 November 2012, GFB had, at the AGM, obtained your mandate for GFB Group to enter into recurrent Related Party Transactions of a revenue or trading nature with certain related parties. Since that shareholders’ mandate shall expire at the conclusion of the forthcoming AGM unless it is renewed, the Board had, on 5 September 2013 announced that the Company proposes to seek shareholders’ approval for the renewal of the existing shareholders’ mandate for the recurrent Related Party Transactions at the forthcoming AGM. In addition, the Board had, in the same announcement made on 5 September 2013 announced that the Company proposes to seek shareholders’ approval for the shareholders’ mandate to enter into new recurrent Related Party Transactions of a revenue or trading nature with related parties as disclosed herein at the The recurrent Related Party Transactions are necessary for GFB Group’s day to day operations and are in the ordinary course of business and on terms that are not more favourable to the Related Parties than those generally available to the public and are not detrimental to the minority shareholders of the Company. In accordance to Paragraph 10.09(2) of the Listing Requirements, GFB may seek a shareholders’ mandate in respect of recurrent Related Party Transactions subject to the following: (a) the transactions are in the ordinary course of business and are on terms not more favourable to the Related Parties than those generally available to the public; (b) the shareholders’ mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the financial year; (c) GFB’s circular to shareholders for the shareholders’ mandate shall include the information as set out in Annexure PN12-A of Practice Note No. 12 of the Listing Requirements; (d) in a meeting to obtain the shareholders’ mandate, the interested director, interested major shareholder or interested person connected with a director or major shareholder, and where it involves the interest of an interested person connected with a director or major shareholder, such director or major shareholder, must not vote on the resolution approving the transactions. An interested director or major shareholder must ensure that persons connected with him abstain from voting on the resolution approving the transactions; and (e) GFB immediately announces to Bursa Malaysia when the actual value of the recurrent Related Party Transaction entered into by the GFB Group, exceeds the estimated value of the recurrent Related Party Transaction disclosed in the circular by 10% or more and must include the information as may be prescribed by Bursa Malaysia in its announcement. Where GFB has procured shareholders’ mandate pursuant to the above, the provision of paragraph 10.08 of the Listing Requirements shall not apply with regard to transactions as detailed in section 2 below. The purpose of this Circular is to provide you with information on the Proposed Renewal of Shareholders’ Mandate and the Proposed New Shareholders’ Mandate and to seek your approval for the ordinary resolutions to be tabled at the forthcoming AGM, notice of which is enclosed in GFB’s Annual Report 2013. DETAILS OF THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE AND THE
PROPOSED NEW SHAREHOLDERS’ MANDATE
GFB is principally an investment holding company whilst the principal activities of its subsidiaries and associated companies are set out in Appendix I of this Circular. It is anticipated that the Group would, in the ordinary course of business, enter into transactions of a revenue or trading nature with related parties. It is likely that such transactions will occur with some degree of frequency and could arise at any time. 2.1 Related
Shareholders’ approval is sought for the shareholders’ mandate involving recurrent Related Party Transactions of a revenue or trading nature which are necessary for the GFB Group’s day-to-day operations and which are carried out by companies within the GFB Group with the following Related Parties: • Atmel, a major shareholder of AICS. GFB Group has a 93.9% effective ordinary equity interest in AICS; and The details of the Related Parties as at the date of this circular are as follows: Related
Party
Relationship with GFB Group
Principal Activities
Holds 6.1% ordinary equity interest in Design, manufacture and marketing of AICS and 19.9% of the convertible advanced semiconductors and system-level redeemable preference shares in AICS Holds 50% ordinary equity interest in PSSB Mando has a 30% equity interest in Manufacture of automobile parts/systems AVMSB. 2.2 Nature of recurrent Related Party Transactions contemplated
Details of the recurrent Related Party Transactions of a revenue or trading nature, which will be covered by the Proposed Renewal of Shareholders’ Mandate are as follows: Estimated
aggregate value as
Estimated
disclosed in the
aggregate value
preceding year’s
from the date of
circular to
the forthcoming
shareholders dated
transacted
AGM to the date
6 November 2012
of next AGM
Purchaser/ Interested
Transaction
Provider
Recipient
Related Party
RM’000
RM’000
RM’000
+ Actual value of the recurrent Related Party Transactions from the date the existing mandate was obtained (28 November 2012) up to the latest practicable date before the printing of this Circular. * An estimated value based on the transactions that may be transacted from the date of the forthcoming AGM to the next AGM. This estimated value may vary and is subject to changes. # Not applicable as the Company is not seeking renewal of shareholders’ mandate for recurrent Related Party Transactions of a revenue or trading nature with Sprintex. Details of the recurrent Related Party Transactions of a revenue or trading nature, which will be covered by the Proposed New Shareholders’ Mandate are as follows: Estimated aggregate value
from the date of the
Purchaser/ Interested Related
forthcoming AGM to the
Transaction
Provider
Recipient
date of next AGM *
RM’000
* An estimated value based on the transactions that may be transacted from the date of the forthcoming AGM to the next AGM. This estimated value may vary and is subject to changes. Amount Due And Owing By Related Parties Pursuant To The Recurrent Related Party
Transactions
As at 30 June 2013, the total outstanding amount due and owing to the GFB Group by its Related Parties under the recurrent Related Party Transactions which exceeded the credit term of not more than one year was about RM0.31 million. There is no outstanding amount due and owing by the Related Parties under the Recurrent Related Party Transactions which exceeded the credit term of more than one year. No late payment charge is imposed by the GFB Group on amounts due and owing by its Related Parties that exceeded the credit term as the Board of GFB has reviewed the outstanding amounts, and are of the opinion that the outstanding amounts were part of normal business operations of the Group and are recoverable. In addition, the management of the Group is of the view that the Related Parties are long term business partners and have sound credit standing. The management of the Group has and will continuously discuss with the Related Parties for early settlement of the outstanding amounts due.
2.4 Guidelines and review procedures for recurrent Related Party Transactions

To ensure that recurrent Related Party Transactions which are in the ordinary course of business are conducted at arm’s length on transaction prices and based on normal commercial terms, on terms not more favourable to the Related Parties than those generally available to the public and are not detrimental to the minority shareholders, the sales and purchases of goods and provision of services shall be determined based on prevailing rates or prices of the goods or services (including where applicable, preferential rates or discounts accorded to a class or classes of customers) according to their usual commercial terms, business practices and policies or otherwise in accordance with other applicable industry norms or considerations. To monitor the recurrent Related Party Transactions, the following review procedures are implemented: (a) A register is maintained to record recurrent Related Party Transactions; (b) The GFB Group shall ensure that at least two other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparisons, wherever possible, to determine whether the price and terms offered to/by the related parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities. In the event that quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction price and terms will be reviewed to ensure that the recurrent Related Party Transactions as a whole is not detrimental to the Group. In such instances, wherever possible, transaction prices will be based on business practices and policies and on terms which are generally in line with industrial norms and are not detrimental to the Group. Other factors taken into consideration in respect of sales transactions will be acceptable margins and returns to the Group and credit terms without affecting the Group’s finances, delivery and insurance terms, whilst for purchase transactions will be credit terms, supply response time and the quality and warranty of the goods and services; (c) Recurrent Related Party Transactions in excess of RM250,000 (each or cumulatively within a financial year for a similar nature of transaction and with the same related party) will be reviewed by the Audit Committee and approved by the Board, before they are entered into. Interested Directors (if any) shall abstain from deliberation. Recurrent Related Party Transactions of RM250,000 and below shall be approved by the chief executive officers of the respective divisions; and (d) The Audit Committee undertakes quarterly review of the recurrent Related Party Transactions to ensure that such transactions are undertaken at arm’s length, normal commercial terms, on terms not more favourable to the Related Parties than those generally available to the public, are not detrimental to the minority shareholders and are in the best interest of the GFB Group. In their review and approval of such transactions, the Audit Committee may, as they deem fit, request for additional information pertaining to the transactions from independent sources or advisers. The Audit Committee also has the discretion to revise and impose additional procedures. Where any member of the Audit Committee is interested in any transaction, the member shall abstain from voting on any matter relating to any decisions to be taken by the Audit Committee with respect to such transactions. 2.5 Statement by Audit Committee
The Audit Committee has reviewed the guidelines and procedures mentioned above and is satisfied that: (a) The guidelines and procedures are sufficient to ensure that the recurrent Related Party Transactions • undertaken in the ordinary course of business; • carried out at arm’s length and based on normal commercial terms consistent with the Group’s • on terms not more favourable to the Related Parties than those generally available to the public; • not detrimental to the minority shareholders of the Company. (b) The Group has in place adequate procedures and processes to monitor, track and identify recurrent Related Party Transactions in a timely and orderly manner, and such procedures and processes are reviewed on a quarterly basis or whenever the need arises.
2.6 Validity period for the Proposed Renewal of Shareholders’ Mandate and the Proposed New
Shareholders’ Mandate
The Proposed Renewal of Shareholders’ Mandate and the Proposed New Shareholders’ Mandate shall continue to be in force until: (a) the conclusion of the next AGM of the Company following the forthcoming AGM at which such Proposed Renewal of Shareholders’ Mandate and the Proposed New Shareholders’ Mandate are passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; (b) the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (c) revoked or varied by resolution passed by the shareholders in general meeting, whichever is the earlier. If the Audit Committee of the Company is satisfied with the continuous application of the Proposed Renewal of Shareholders’ Mandate and the Proposed New Shareholders’ Mandate to the recurrent Related Party Transactions, approval from shareholders will be sought to renew the Proposed Renewal of Shareholders’ Mandate and the Proposed New Shareholders’ Mandate at each subsequent AGM thereafter. 2.7 Disclosure
Disclosure will be made in the Company’s Annual Report of the breakdown of the aggregate value of transactions conducted, types of transactions made, names of the Related Parties involved and their relationship with the Company pursuant to the Proposed Renewal of Shareholders’ Mandate and the Proposed New Shareholders’ Mandate during the financial year, and in the Annual Report for the subsequent financial year that the Proposed Renewal of Shareholders’ Mandate and the Proposed New Shareholders’ Mandate continues to be in force. RATIONALE AND BENEFITS FOR THE PROPOSED RENEWAL OF SHAREHOLDERS’
MANDATE AND THE PROPOSED NEW SHAREHOLDERS’ MANDATE
The rationale and benefits for the Proposed Renewal of Shareholders’ Mandate and the Proposed New Shareholders’ Mandate to the GFB Group are as follows: (a) To facilitate transactions of a revenue or trading nature with Related Parties which form part of the day to day operations of the GFB Group in the ordinary course of business, undertaken at arm’s length, on normal commercial terms and are not detrimental to the minority shareholders; (b) To avoid the impracticality of seeking shareholders’ approval on a case by case basis before entering into business opportunities or recurrent Related Party Transactions which are time-sensitive and/or confidential in nature, the Proposed Renewal of Shareholders’ Mandate and the Proposed New Shareholders’ Mandate will enhance the GFB Group’s ability to pursue such business opportunities or recurrent Related Party Transactions without having to place the Group at a disadvantage as compared with its competitors who may not be required to obtain shareholders’ approval; (c) The Proposed Renewal of Shareholders’ Mandate and the Proposed New Shareholders’ Mandate will eliminate the need to convene separate general meetings from time to time to seek shareholders’ approval as and when such recurrent Related Party Transactions occur and thus will reduce substantially administrative time, inconvenience and expenses associated with the convening of such meetings, without compromising the Group’s corporate objectives and business opportunities; and (d) The recurrent Related Party Transactions, relating to sales transactions with the Related Parties will stabilise the demand for GFB Group’s products and services, which is expected to result in a steady income stream to the Group. CONDITIONS OF THE PROPOSED SHAREHOLDERS’ MANDATE
The Proposed Renewal of Shareholders’ Mandate and the Proposed New Shareholders’ Mandate are conditional upon the approval being obtained from the shareholders of GFB at the forthcoming AGM. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

As mentioned in Section 2.1, Atmel is deemed interested in the transactions between AICS and Atmel whereas
Mando is deemed interested in the transactions between AVMSB and Mando. Save for Atmel’s and Mando’s
interest in AICS and AVMSB respectively, as mentioned in Section 2.1, neither Atmel and Mando nor persons
connected to them have any other direct or indirect interest in the GFB Group.
Mando has representations on the board of directors of AVMSB and save for Mando’s representations on the
board of directors of AVMSB, neither Atmel and Mando nor persons connected to them has any directorships
in the GFB Group.
Save as disclosed above, none of the Directors and/or major shareholders of GFB Group or any persons
connected to the Directors and/or major shareholders of GFB Group as defined in the Listing Requirements
has any interest, direct or indirect, in the Proposed Renewal of Shareholders’ Mandate and the Proposed New
Shareholders’ Mandate.
RECOMMENDATION BY DIRECTORS
Your Directors having considered all aspects of the Proposed Renewal of Shareholders’ Mandate and the Proposed New Shareholders’ Mandate, are of the opinion that The Proposed Renewal of Shareholders’ Mandate and the Proposed New Shareholders’ Mandate are in the best interest of the GFB Group. Accordingly, your Directors recommend that you vote in favour of the ordinary resolutions for the Proposed Renewal of Shareholders’ Mandate and the Proposed New Shareholders’ Mandate to be tabled at the forthcoming AGM. The ordinary resolutions to approve the Proposed Renewal of Shareholders’ Mandate and the Proposed New Shareholders’ Mandate are set out as Special Business in the Notice of the Second AGM contained in GFB’s Annual Report 2013, which is sent to you together with this Circular. The Second AGM will be held at Concorde III, Level 2, Concorde Hotel Shah Alam, 3 Jalan Tengku Ampuan Zabedah, 40100 Shah Alam, Selangor Darul Ehsan on Wednesday, 27 November 2013 at 10.00 a.m., for the purpose of considering and, if thought fit, passing the resolutions to give effect to the Proposed Renewal of Shareholders’ Mandate and the Proposed New Shareholders’ Mandate. If you are unable to attend and vote at the AGM in person, you are requested to complete the Form of Proxy as enclosed in the Annual Report 2013, sign and return it in accordance with the instructions printed thereon as soon as possible and in any event, so as to arrive at Tricor Investor Services Sdn Bhd, Level 17, The Gardens, North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, not less than forty-eight (48) hours before the time and date of the AGM. The lodging of the Form of Proxy will not, however, preclude you from attending and voting at the AGM should you subsequently wish to do so. 8. FURTHER
INFORMATION
Shareholders are requested to refer to the appendices for further information.
Yours faithfully
For and on behalf of the Board of Directors
GLOBALTEC FORMATION BERHAD
ASH’ARI BIN AYUB
Independent Non-Executive Director
APPENDIX
DETAILS OF SUBSIDIARIES AND ASSOCIATED COMPANIES OF GFB AS AT
1 NOVEMBER 2013
Effective
ordinary
Name of company
incorporation
Principal activities
interest
Subsidiaries of AIC
Design, procurement, sales, assembly and test of integrated circuit chips and other ancillary activities die-sets, semiconductor moulds and parts and high precision components, jigs and fixtures, and the design and manufacture of turnkey automation systems Subsidiaries of Jotech
dies and stamped metal components for electrical and consumer electronics APPENDIX
DETAILS OF SUBSIDIARIES AND ASSOCIATED COMPANIES OF GFB AS AT
1 NOVEMBER 2013 (Cont’d)
Effective
ordinary
Name of company
incorporation
Principal activities
interest
Manufacturing and fabrication of tools and Manufacturing and fabrication of tools and dies and stamped metal components for electronics and automotive industries Fabrication of tools, dies and precision Subsidiaries of AutoV
Manufacture and sale of automotive wiper arms and blades and other related components Manufacture of car window regulators and automotive component and electronic products Manufacture and fabrication of tools and dies and stamped metal components for electronics and automotive industries APPENDIX
DETAILS OF SUBSIDIARIES AND ASSOCIATED COMPANIES OF GFB AS AT
1 NOVEMBER 2013 (Cont’d)
Effective
ordinary
Name of company
incorporation
Principal activities
interest
Associated company of Jotech
Jointly controlled entity of
APPENDIX II

FURTHER INFORMATION

1. RESPONSIBILITY
STATEMENT
This Circular has been seen and approved by the Directors of GFB who collectively and individually accept full responsibility for the accuracy of the information given and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.
2. MATERIAL
LITIGATION
The Board confirms that neither the Company nor any of its subsidiary companies are engaged in any material litigation, claims and/or arbitration either as plaintiff or defendant, nor is the Board aware of any material proceedings pending or threatened against the Company and/or subsidiaries or of any facts likely to give rise to any proceedings which might materially affect the position or business of the Company and/or its subsidiaries. 3. MATERIAL
CONTRACTS
Save as disclosed below, there are no material contracts (not being contracts entered into in the ordinary course of business) entered into by GFB and its subsidiaries during the two years preceding the date of this Circular. On 15 September 2011, the Company entered into a definitive merger agreement (“Merger Agreement”) with AIC, Jotech and AutoV to acquire their respective entire business and undertakings, including all assets and liabilities of AIC, Jotech and AutoV (“AutoV Business”) at a consideration of RM632.84 million, for the purposes of achieving the merger of the businesses and undertakings of Jotech, AIC and AutoV. On 22 December 2011, the Company, AIC, Jotech and AutoV have entered into a supplemental merger agreement for the purposes of recording variations to certain terms of the acquisition of the entire business and undertakings, including all assets and liabilities of AutoV. The Merger Agreement together with the supplemental merger agreement has since been completed on 31 May 2012. DOCUMENTS FOR INSPECTION
Copies of the following documents are available for inspection at the registered office of GFB at Wisma AIC, Lot 3, Persiaran Kemajuan, Seksyen 16, 40200 Shah Alam, Selangor Darul Ehsan during normal business hours on any working day from the date of this Circular up to and including the date of the AGM: a) Memorandum and Articles of Association of GFB; b) Audited consolidated financial statements of GFB for the financial year ended 30 June 2013; and c) Material contracts referred to in paragraph 3 of this Appendix.

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