7 April 2025
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE: PART A - (I) PROPOSED ACQUISITION BY BINASAT PROPERTIES SDN. BHD. (FORMERLY KNOWN AS BINASAT (SABAH) SDN. BHD.) ("BPSB"), A WHOLLY-OWNED SUBSIDIARY OF BINASAT COMMUNICATIONS BERHAD ("BINASAT" OR THE "COMPANY"), OF 3 PROPERTIES LOCATED WITHIN SAZEAN BUSINESS PARK ("SBP") ("SBP PROPERTIES") FOR A TOTAL CASH CONSIDERATION OF RM8,340,000 ("PROPOSED ACQUISITIONS OF SBP PROPERTIES") AS WELL AS PROPOSED LEASES OF THE SBP PROPERTIES THAT SHALL COMMENCE UPON COMPLETION OF THE RESPECTIVE PROPOSED ACQUISITIONS OF SBP PROPERTIES ("PROPOSED ACQUISITIONS AND LEASES OF SBP PROPERTIES"); (II) PROPOSED ACQUISITION BY BPSB, OF 241 UNITS OF FULLY FURNISHED PROPOSED HOTEL SUITES LOCATED ON THE 8TH TO 17TH FLOORS OF BLOCK L, FORMING PART OF AN INTEGRATED MIXED USE COMMERCIAL DEVELOPMENT OF EMPIRE CITY (AN ON-GOING PROPERTY DEVELOPMENT ON A PIECE OF LEASEHOLD LAND HELD UNDER PN116964, LOT 90573, MUKIM SUNGAI BULOH, DAERAH PETALING, NEGERI SELANGOR) FOR A TOTAL PURCHASE CONSIDERATION OF RM73,535,250 TO BE SATISFIED VIA A COMBINATION OF RM63,240,350 IN CASH AND RM10,294,900 VIA THE ISSUANCE OF 49,023,333 NEW ORDINARY SHARES IN BINASAT ("BINASAT SHARE(S)" OR "SHARE(S)") AT AN ISSUE PRICE OF RM0.2100 EACH ("PROPOSED ACQUISITIONS OF EMPIRE CITY PROPERTIES"); (III) PROPOSED DIVERSIFICATION OF THE PRINCIPAL ACTIVITIES OF BINASAT AND ITS SUBSIDIARIES TO INCLUDE PROPERTY INVESTMENT, PROPERTY MANAGEMENT, PROPERTY DEVELOPMENT AND CONSTRUCTION ("PROPOSED DIVERSIFICATIONS"); AND (IV) PROPOSED PRIVATE PLACEMENT OF UP TO 128,137,500 NEW SHARES, REPRESENTING NOT MORE THAN 30% OF THE ISSUED SHARES OF THE COMPANY (EXCLUDING TREASURY SHARES, IF ANY) TO THIRD PARTY INVESTOR(S) AT AN ISSUE PRICE TO BE DETERMINED LATER ("PROPOSED PRIVATE PLACEMENT"); PART B - INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS IN RELATION TO THE PROPOSED ACQUISITIONS AND LEASES OF SBP PROPERTIES AND PROPOSED DIVERSIFICATIONS; AND PART C - PROPOSED NEW SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE