BTM RESOURCES BERHAD

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1 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. If you have sold all your ordinary shares in BTM Resources Berhad, you should at once hand this Circular together with the accompanying Notice of Extraordinary General Meeting and Form of Proxy immediately to the purchaser or the transferee or to the stockbroker or agent through whom the sale was effected for onward transmission to the purchaser or the transferee. The Kuala Lumpur Stock Exchange 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. BTM RESOURCES BERHAD (Company No: T) (Incorporated In Malaysia) CIRCULAR TO SHAREHOLDERS in relation to the (I) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF BTM RESOURCES BERHAD; AND (II) PROPOSED SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE AND NOTICE OF EXTRAORDINARY GENERAL MEETING The Notice of an Extraordinary General Meeting to be held at Langkawi Room, Sheraton Imperial Hotel, Jalan Sultan Ismail, Kuala Lumpur, on Friday, 29 March 2002 at a.m., together with the Form of Proxy are enclosed in this Circular. The Form of Proxy must be lodged at the Registered Office of BTM Resources Berhad at 22-2, Jalan Tun Sambanthan 3, Kuala Lumpur, not later than 48 hours before the time set for the meeting. The lodging of the Form of Proxy will not preclude you from attending and voting at the meeting if you are subsequently able to do so. Last date and time for lodging the Form of Proxy : 27 March 2002, a.m. This Circular is dated 7 March 2002

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular: AGM : Annual General Meeting Articles : Articles of Association Board : Board of Directors of BTM Resources BT Industries : Besut Tsuda Industries Sdn Bhd BT Wood Products : Besut Tsuda Wood Products Sdn Bhd BTM Global : BTM Global Holdings Sdn Bhd BTM Marketing : BTM Marketing & Trading Sdn Bhd BTM Resources or Company : BTM Resources Berhad BTM Resources Group or Group : BTM Resources Berhad and its subsidiary companies, collectively BTM Timber : BTM Timber Industries Sdn Bhd (formerly known as Mizan Timber Industries Sdn Bhd) EGM : Extraordinary General Meeting KLSE : Kuala Lumpur Stock Exchange Listing Requirements : Listing requirements of the KLSE Proposals : Proposed Amendments and Proposed Shareholders Mandate Proposed Amendments : Proposed amendments to the Articles of the Company Proposed Shareholders Mandate : Proposed Shareholders Mandate for Recurrent Transactions Recurrent Transactions : Recurrent related party of a revenue or trading nature, which are necessary for the day to day operations of the BTM Resources Group and are in the ordinary course of business of the Group RM : Ringgit Malaysia Seri Indah : Seri Indah Enterprise Sdn Bhd i

3 DEFINITIONS (Cont d) Sung Lee : Sung Lee Timber Trading Sdn Bhd Syarikat Maskayu : Syarikat Maskayu Sawmill Sdn Bhd Syarikat Rimba Jaya : Syarikat Rimba Jaya Industries (1972) Sdn Bhd Syarikat Zamry : Syarikat Zamry Sdn Bhd Words importing the singular shall, where applicable, include the plural and vice versa. ii

4 CONTENTS PAGE LETTER TO THE SHAREHOLDERS OF BTM RESOURCES CONTAINING: 1. INTRODUCTION 1 2. PROPOSED AMENDMENTS 2 3. PROPOSED SHAREHOLDERS MANDATE 2 4. RATIONALE FOR THE PROPOSALS EFFECTS OF THE PROPOSALS APPROVALS REQUIRED 7. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS 8. DIRECTORS RECOMMENDATION 9. EXTRAORDINARY GENERAL MEETING 10. FURTHER INFORMATION APPENDIX I APPENDIX II PROPOSED AMENDMENTS FURTHER INFORMATION NOTICE OF EGM 34 FORM OF PROXY ENCLOSED iii

5 BTM RESOURCES BERHAD (Company No: T) (Incorporated in Malaysia) Registered Office No. 22-2, Jalan Tun Sambanthan 3, Kuala Lumpur 7 March 2002 Board of Directors: Dato' Seri Yusof bin Dato' Biji Mohamad (Chairman) Dato' Seri Yong Tu Sang (Managing Director) Dato' Lau Chen Nai How Wong Yuh Dato' Mohd Zamry bin Dato' Yusof Yong Emmy To: The Shareholders of BTM Resources Berhad Dear Sir/Madam, (I) (II) PROPOSED AMENDMENTS TO THE ARTICLES OF BTM RESOURCES; AND PROPOSED SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1. INTRODUCTION In conjunction with the revamped Listing Requirements issued by KLSE on 22 January 2001, the Board announced on 23 November 2001 the Proposed Amendments and the Proposed Shareholders Mandate. The purpose of this Circular is to provide you with information regarding the Proposed Amendments and the Proposed Shareholders Mandate and to seek your approval for the resolutions to be tabled at the forthcoming EGM. 1

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7 3.2 Related parties with whom the were/will be carried out The principal activities of the Company consist of investment holding and provision of management services. The principal activities of the subsidiary companies are set out below: Name of subsidiary company of BTM Resources Effective equity interest % Principal activities BT Industries Investment holding, logging, sawmilling and trading of sawn timber and logs Syarikat Maskayu Logging, sawmilling, trading of sawn timber and manufacturing of solid timber doors BT Wood Products Kiln-drying operations, timber moulding and manufacturing of finger jointed timber and lamination boards BTM Properties Sdn Bhd Dormant BTM Construction Sdn Bhd Dormant BTM Development Sdn Bhd Dormant BTM Marketing Marketing and trading of wood products BTM Global Dormant 3

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9 3.3 Nature of under the Proposed Shareholders Mandate The Recurrent Transactions, which will be covered by the Proposed Shareholders Mandate, are in the ordinary course of business, the details of which are as follows: Companies in the BTM Resources Group involved in the Recurrent Transactions Syarikat Maskayu Mandated Related Party BTM Timber Nature of transaction Sales of sawntimber by Syarikat Maskayu to BTM Timber # Interested major shareholders/persons connected Dato Seri Yusof bin Dato Biji Mohd, Dato Seri Yong Tu Sang, Dato Mohd Zamry bin Yusof, Fatimah Zalina binti Yusof, To Puan Ng Ah Actual value of entered into from 1 June 2001 to 2002 Estimated value of from 2002 to the next AGM Frequency of RM 000 RM 000 (times per month) to 10 Seri Indah Purchases of fire, workmen compensation and motor insurance by Syarikat Maskayu from Seri Indah Dato Seri Yusof bin Dato Biji Mohd, Dato Seri Yong Tu Sang, Dato Mohd Zamry bin Yusof, Fatimah Zalina binti Yusof, To Puan Ng Ah to 10 5

10 Companies in the BTM Resources Group involved in the Recurrent Transactions BT Industries Mandated Related Party BTM Timber Nature of transaction Sales of logs and sawntimber by BT Industries to BTM Timber # Purchases by BT Industries of logs imported (hardwood such as Merbau which is not available in abundance locally) by BTM Timber. # Interested major shareholders/persons connected Dato Seri Yusof bin Dato Biji Mohd, Dato Seri Yong Tu Sang, Dato Mohd Zamry bin Yusof, Fatimah Zalina binti Yusof, To Puan Ng Ah Actual value of entered into from 1 June 2001 to 2002 Estimated value of from 2002 to the next AGM Frequency of RM 000 RM 000 (times per month) 1,124-1 to to 10 Sung Lee Rent of office premises by BT Industries from Sung Lee Dato Seri Yong Tu Sang, To Puan Ng Ah

11 Companies in the BTM Resources Group involved in the Recurrent Transactions Mandated Related Party Nature of transaction BT Industries Seri Indah Purchases of fire, workmen compensation and motor insurance by BT Industries from Seri Indah Interested major shareholders/persons connected Dato Seri Yusof bin Dato Biji Mohd, Dato Seri Yong Tu Sang, Dato Mohd Zamry bin Yusof, Fatimah Zalina binti Yusof, To Puan Ng Ah Actual value of entered into from 1 June 2001 to 2002 Estimated value of from 2002 to the next AGM Frequency of RM 000 RM 000 (times per month) to 10 BT Wood Products BTM Timber Sales of moulding timber by BT Wood Products to BTM Timber Purchases of sawntimber by BT Wood Products from BTM Timber Provision of packing and kiln drying services by BT Wood Products to BTM Timber Dato Seri Yusof bin Dato Biji Mohd, Dato Seri Yong Tu Sang, Dato Mohd Zamry bin Yusof, Fatimah Zalina binti Yusof, To Puan Ng Ah 51-1 to to to 10 7

12 Companies in the BTM Resources Group involved in the Recurrent Transactions BT Wood Products BTM Marketing Mandated Related Party Nature of transaction BTM Timber Lease of land held under title GRN4610, Lot 1654, Mukim of Tanggul, District of Hulu Terengganu, Terengganu (land used for sawmilling purposes), rent of squatters for workers and rent of reservoir, by BT Wood Products from BTM Timber BTM Timber Purchases of sawntimber by BTM Marketing from BTM Timber Interested major shareholders/persons connected Dato Seri Yusof bin Dato Biji Mohd, Dato Seri Yong Tu Sang, Dato Mohd Zamry bin Yusof, Fatimah Zalina binti Yusof, To Puan Ng Ah Dato Seri Yusof bin Dato Biji Mohd, Dato Seri Yong Tu Sang, Dato Mohd Zamry bin Yusof, Fatimah Zalina binti Yusof, To Puan Ng Ah Actual value of entered into from 1 June 2001 to 2002 Estimated value of from 2002 to the next AGM Frequency of RM 000 RM 000 (times per month) to

13 Companies in the BTM Resources Group involved in the Recurrent Transactions BTM Marketing Mandated Related Party Syarikat Zamry Nature of transaction Purchases of sawntimber by BTM Marketing from Syarikat Zamry Interested major shareholders/persons connected Dato Seri Yusof bin Dato Biji Mohd, Dato Seri Yong Tu Sang, Dato Mohd Zamry bin Yusof, Fatimah Zalina binti Yusof, To Puan Ng Ah Actual value of entered into from 1 June 2001 to 2002 Estimated value of from 2002 to the next AGM Frequency of RM 000 RM 000 (times per month) BTM Resources Dato Yong Sang Seri Tu Rent of office premises by BTM Resources from Dato Seri Yong Tu Sang Dato Seri Yong Tu Sang, To Puan Ng Ah BTM Resources Sung Lee Rent of office premises by BTM Resources from Sung Lee Dato Seri Yong Tu Sang, To Puan Ng Ah # The purchases by BTM Timber from Syarikat Maskayu (despite BTM Timber being involved in logging and sawmilling) is to meet the demand of certain species of logs and shortage of logs that it may face from time to time. This applies similarly to BT Industries which purchases logs from BTM Timber (despite BT Industries being involved in logging activities). 9

14 3.4 The shareholdings of directors and/or major shareholders, who are interested in the Proposed Shareholders Mandate, in the Mandated Related Parties are set out below: Interested director and/or major shareholder of BTM Resources BTM Timber Seri Indah Sung Lee Syarikat Zamry Direct Indirect Direct Indirect Direct Indirect Direct Indirect % % % % % % % % Dato Seri Yong Tu Sang * Dato Seri Yusof Bin Dato Biji Mohamad * Yong Emmy To Puan Ng Ah Heng Dato Mohd Zamry bin Yusof Fatimah Zalina binti Yusof * Held via their substantial interest in Seri Indah Capital Sdn Bhd, which in turn has a 45% equity interest in Seri Indah. 10

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18 Accordingly, Dato Seri Yusof bin Dato Biji Mohd, Dato Seri Yong Tu Sang, Dato Mohd Zamry bin Yusof and Yong Emmy are deemed interested in the Proposed Shareholders Mandate and as such, have and will continue to abstain from all board deliberations on the Proposed Shareholders Mandate. In addition, Dato Seri Yusof bin Dato Biji Mohd, Dato Seri Yong Tu Sang, Dato Mohd Zamry bin Yusof, Fatimah Zalina Binti Yusof, To Puan Ng Ah will abstain from voting in respect of their direct and/or indirect interests in BTM Resources at an EGM to consider the resolutions in respect of the Proposed Shareholders Mandate. The direct and/or indirect interest of the aforementioned Directors and substantial shareholders in the Mandated Related Parties are set out in section 3.4 of this Circular. The interest, direct and indirect, of the interested Directors, major shareholders and persons connected with a Director and/or major shareholder in BTM Resources as at 31 January 2002 are as follows: No. of shares held in BTM Resources Shareholders Direct Indirect 000 % 000 % Dato Seri Yusof Bin Dato Biji 1, ,385* 6.93 Mohamad Dato Seri Yong Tu Sang 3, ,500** Dato Mohd Zamry bin Yusof Fatimah Zalina binti Yusof To Puan Ng Ah Heng 2, Yong Emmy 3, * Deemed interested through Dato Mohd Zamry bin Yusof and Fatimah Zalina binti Yusof, being his family members. ** Deemed interested through To Puan Ng Ah, being his family members. None of the directors and/or substantial shareholders and persons connected with them has any interest, direct and indirect, in the Proposed Amendments. 8. DIRECTORS RECOMMENDATION Having considered the rationale for the Proposals, your Directors are of the opinion that the Proposals are in the best interest of the Company. Your Directors wish to advise that the Proposed Amendments are to comply with Chapter 7 of the Listing Requirements as well as to be in line with the provisions of other relevant statutory and regulatory requirements and therefore recommend that you vote in favour of the Special Resolution to be tabled at the forthcoming EGM. 14

19 Your Directors also wish to advise that the Proposed Shareholders Mandate are necessary for the Company s day-to-day operations and therefore with the exception of Dato Seri Yusof bin Dato Biji Mohd, Dato Seri Yong Tu Sang, Dato Mohd Zamry bin Yusof and Yong Emmy, recommend that you vote in favour of the Ordinary Resolution to be tabled at the forthcoming EGM. 9. EXTRAORDINARY GENERAL MEETING For the purpose of considering and if thought fit, passing the resolutions pertaining to the Proposals, an EGM, the notice of which is enclosed with this Circular, is to be held at Langkawi Room, Sheraton Imperial Hotel, Jalan Sultan Ismail, Kuala Lumpur, on Friday, 29 March 2002 at a.m.. If you are unable to attend and vote in person at the EGM, you are requested to complete, sign and return the enclosed Form of Proxy in accordance with the instructions therein as soon as possible and in any event, so as to arrive at the Registered Office of the Company at 22-2, Jalan Tun Sambanthan 3, Kuala Lumpur, not less than 48 hours before the time set for the EGM. The lodging of the Form of Proxy does not preclude you from attending and voting in person at the meeting should you subsequently wish to do so. 10. FURTHER INFORMATON Shareholders are requested to refer to the attached appendices for further information. Yours faithfully for and on behalf of the Board of BTM RESOURCES BERHAD How Wong Yuh Director 15