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REDTONE INTERNATIONAL BERHAD (“REDtone” or “the Company”) (Company No. 596364-U) (Incorporated in Malaysia)MINUTES OF THE SEVENTY-THIRD AUDIT COMMITTEE (“AC”) MEETING (ACM1/2018) OF THE COMPANY HELD AT THE MEETING ROOM, SUITE 22-30, 5THFLOOR, IOI BUSINESS PARK, 47100 PUCHONG, SELANGOR DARUL EHSAN ONFRIDAY, 16 JUNE 2017 AT 10:00 A.M. Number of AC Meetings attended/ held for the current financial yearPRESENT : Mr. Mathew Thomas a/l Vargis Mathews 1/1BY INVITATION (Chairman) Mr. Jagdish Singh Dhaliwal (Member) 1/1IN ATTENDANCE Dato’ Mohd Zaini Bin Hassan (Member) 1/1 : Mr. Ho Meng (Non-Independent Executive Director) Mr. Lau Hock Chye (Chief Financial Officer) Ms. Ng Hui Nooi (General Manager, Procurement) Mr. Shahril Teoh (General Manager, Finance) Mr. Ng Kim Chuan (General Manager, Finance) Ms. Stephanie Chong (Finance Manager) Ms. Monica Tan (Manager, Corporate Affairs) Mr. Ernest Lau Lub Ding (Senior General Manager, Group Accounts and Budgets Division, Berjaya Corporation Berhad) Ms. Karen Chang (General Manager, Group Accounts and Budgets Division, Berjaya Corporation Berhad) Mr. Ganesh Subramaniam (Internal Auditors, Messrs. Stanco & Ruche Consulting) Mr. Hoh Yoon Hoong (External Auditor, Messrs. Ernst & Young) Ms. Kok Wei Weng (External Auditor, Messrs. Ernst & Young) Mr. Keith Lingam (External Auditor, Messrs. Ernst & Young) : Ms. Lynda Pan Seng Wee (Company Secretary) Ms. Gan Shiaw Teng (Assisting the Company Secretary) Action byCHAIRMANThe Chairman, Mr. Mathew Thomas a/l Vargis Mathews (“Mr. Mathew” or“the Chairman”) welcomed all present at the Seventy-Third AC Meetingof the Company (ACM 1/2018) and called the Meeting to order at 10:00a.m.QUORUMThe requisition quorum being present pursuant to the Terms of Referenceof the AC, the Meeting proceeded with the business at hand.NOTICEThe Notice convening the Meeting dated 9 June 2017 which have beencirculated within the prescribed period was, with the permission of theMeeting, taken as read. 1

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Third AC Meeting (ACM 1/2018) held on 16 June 2017 – cont’d] Action by1.0 Review of the Internal Audit Report The AC was briefed on the Internal Audit Report by the Internal Auditors, Messrs. Stanco & Ruche (“IA”), Mr. Ganesh Subramaniam, covering the following three (3) areas of review:- (a) Cash Management Review [Satisfactory] The AC noted that the cash management for REDtone and Redtone Telecommunications Sdn. Bhd. (“RTSB”) was satisfactory. Nonetheless, the IA recommended that the following measures be in place to enhance the cash management:- (i) It was noted that cheque would be issued directly to the petty cash custodian’s personal account which would be withdrawn and put back to petty cash box within three (3) working days. Recommendation: The Company to issue cash cheque for replenishment of petty cash. A formal letter may be provided to the bank stating the names and identification details of the responsible officers who are authorised to cash company cheques for petty cash purpose. (ii) There are also payments to Lembaga Hasil Dalam Negeri using petty cash due to urgency. Recommendation: Petty cash should be restricted to an amount deemed appropriate by Management (i.e. RM200) with all other claims over that amount being paid by Account Payable department. (iii) There was no formal request or forecast for petty cash replenishment and the Standard Operating procedures does not indicate the minimum petty cash float that the Company should manage within. Recommendation: Management should decide and document the minimum cash float within which the float should at all times be maintained and suggested that the cash float be kept at RM500. The AC, however opined that the RM3,000 petty cash float is acceptable. 2

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Third AC Meeting (ACM 1/2018) held on 16 June 2017 – cont’d] Action by(b) Project Accounting Management Review [Satisfactory] The AC noted that the project accounting management for REDtone and RTSB was satisfactory. (i) The Project Manager would prepare costing by reference to the base prices set out in Schedule of Cost and Deliverables in the contract. Mr. Jagdish Singh Dhaliwal (“Mr. Jagdish”) emphasized the importance for the Company to have a Project Management software to monitor project status, such as Microsoft Project Management. In reply, Mr. Lau Hock Chye (“Mr. Lau”) stated that the Company is exploring on project management software and would be looking into Microsoft Project Management as well. (ii) The proposed budget usually close to actual transaction and if the proposed budget does not tally with the actual posting, the general ledger team would post a journal entry of over/under provision. Recommendation: The project cost shall be firm and shall not vary except if it specifically agreed by all parties. The budget should be monitored regularly throughout the year, quarterly, monthly or even weekly. Mr. Jagdish stated a qualified Project Manager should be looking into the overall project progress on site, not just on costing. Mr. Ho Meng (“Mr. Ho”) also agreed that Project Manager should track the project milestone and monitor its progress from time to time. There should be a Standard Operating Procedures for project management review and to have in place a proper project management software. Mr. Mathew enquired if the Executive Committee (“EXCO”) was being updated should there be delay in project completion. Mr. Lau replied that the EXCO would be updated on the project milestone. He then updated that the AC on T3E project which was targeted to be completed in January 2017 is now delayed until end of June 2017. It was noted that the delays were partly contributed by the delay from the Company as well as affected by external factors which are beyond the Company’s control. Dato’ Mohd Zaini Bin Hassan (“Dato’ Zaini”) cited that it was very inappropriate to not have a proper 3

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Third AC Meeting (ACM 1/2018) held on 16 June 2017 – cont’d] Action by project monitoring process. He commented that the IA IA should review on the process of tracking project 4 management and progress. Mr. Mathew cautioned that Management should not be optimistic all the time and should provide for some contingencies in its project planning. Management should also include claim for damages arising from delay in its future contract. Mr. Lau stated that as there were no binding agreements between the Company and operators, thus it boils down to good relationships with the operators if they are willing to give priority to the Company’s project. Mr. Mathew enquired if the Company suffers for any damages arising from delay in project completion, Mr. Shahril Teoh (“Mr. Shahril”) replied that there was none so far. In the T3E contract, there is a provision for liquidated damages at the rate of 5% per week for a maximum of two (2) weeks of the value of the total cost and expenses of the approved universal service draft plan. The AC thereafter requested the IA to look into project management process and Mr. Jagdish suggested that the Company should consider adopting PMI or PRINCE2 as its project management methodology.(iii) Recurrent Related Party Transaction (“RRPTs”) [Satisfactory] There is no indication of undisclosed related party transaction since all new and existing companies are properly grouped into the system. Every transaction needs to be entered into the relevant group. There is still chance of matters being overlooked by staff since the records of all RRPTs companies list are only available in excel file. Recommendation: Management needs to set up a mechanism to obtain the necessary documentation or declaration from all parties which should be embedded into the system and approved by the Board. Management stated that there is a declaration form in place to track RRPTs.The AC thanked the IA for his presentation and he left the

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Third AC Meeting (ACM 1/2018) held on 16 June 2017 – cont’d] Action by Meeting at 10:50 am. At this juncture, Mr. Hoh Yoon Hoong (“Mr. Hoh”), Ms. Kok Wei Weng and Mr. Keith Lingam, the representatives of the External Auditors, Messrs. Ernst & Young (“EY”), were invited to join the Meeting at 10:45 a.m. to present the Status Report to AC in respect of the audit for the financial year ended 30 April 2017 (“FYE 2017”).2.0 REVIEW OF THE AUDIT FINDINGS FOR THE FYE 30 APRIL 2017 BY EY_____________________________________ The AC was briefed on the significant accounting and auditing matters as follows:- (a) Impairment assessment of goodwill EY would assess the assumptions and estimates by Management to ensure calculation of recoverable amount of the cash generating units is reasonable. The AC noted that subject to final clearance of the financial statements for FYE 2017, the above item would be a potential Key Audit Matter (“KAM”) in the Auditors’ Report for FYE 2017. (b) Recoverability of amount owing by REDtone Network Sdn. Bhd. (“RTN”) EY have reviewed Management’s recoverability assessment and concurred with Management’s decision to fully impair the amount owing by RTN. (c) Recoverability of amount owing by Jalurlebar Prima Sdn. Bhd. (“Jalurlebar”) EY have reviewed Management’s recoverability assessment and concurred with Management’s decision to fully impair the amount owing by Jalurlebar. (d) Impairment assessment of other intangible assets with indefinite useful life With regards to the Telecommunication Licenses with Allocated Spectrum, EY is still in the midst of discussion and reviewing the assumptions used by the independent firm of professional valuers. The values reported by the professional valuers are significantly higher than the carrying amount in the Company’s financial statements as at 30 April 2017. For the Teleradiology, Management and Health Record System Licenses, EY has yet to complete the assessment of management’s workings on impairment assessment. 5

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Third AC Meeting (ACM 1/2018) held on 16 June 2017 – cont’d] Action byEY is still pending Management’s assessment of thecontinued application of indefinite useful lives for theintangibles in accordance with Malaysian Financial ReportingStandards 138.EY would also assess the appropriateness of management’scontinued application of indefinite useful life basis for thesaid intangible assets, and review disclosures in the financialstatements to ensure that they are in accordance with therequirements of MFRS 138.The AC noted that subject to final clearance of the financialstatements for FYE 2017, the above item would be apotential KAM in the Auditors’ Report for FYE 2017.(e) Long outstanding accrual for provision of Universal Service Provision FundEY had reviewed Management’s assessment of the provisionand ensure the provisions are in accordance with MFRS 137:Provisions, Contingent Liabilities and Contingent Asset andconcurred with Management’s estimation.Mr. Hoh highlighted that the Company would need to bebacked by legal opinion if they intend to write back any ofthe outstanding amount. In reply, Mr. Ng Kim Chuan (“Mr.Ng”) stated that he had checked with lawyer and wasadvised that the statutory limitation period does not apply.(f) Disposal of entire equity interests in REDtone Asia Inc.EY had yet to complete the review of Management’sworkings on the effects of the disposal.EY would also review management’s accounting treatmentand disclosures in the financial statements to ensure thatthey are appropriately accounted for and disclosed.Mr. Hoh highlighted that there might be capital tax imposed EY andby China arising from the above disposal. The AC requested ManagementEY to check with their counterparts in China on this. At thesame time, Management was requested to check with thelawyer who drafted the agreement to see if there is capitaltax arising from the disposal.(g) Assessment of fair value for investment properties (“IP”)EY had reviewed the valuation report prepared by theindependent firm of professional valuers and concurred thatthe valuation ascribed is reasonable. EY have also discussedwith the independent valuer in order to understand theirmethodology and their basis of conclusion. 6

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Third AC Meeting (ACM 1/2018) held on 16 June 2017 – cont’d] Action by (h) Revenue recognition EY EY would determine:- • whether management has appropriately applied the requirements of MFRS 111: Construction Contracts; and • whether the methods for making the accounting estimates are appropriate and have been applied consistently. EY would test how management made the accounting estimate and the data on which it is based. In doing so, EY would evaluate whether the assumptions used by management are reasonable. EY would review management’s budgets and assess the reasonableness of the budgets used for the purpose of computing the percentage of completion. The AC noted that subject to final clearance of the financial statements for FYE 2017, the above item would be a potential KAM in the Auditors’ Report for FYE 2017. As the Company targets to release its Unaudited Quarterly Report on consolidated results of the Company and Group for the fourth quarter ended 30 April 2017 (“Q417 Results”) on Monday, 19 June 2017, EY was requested to revert to the AC by Monday noon that there were no significant matters in the audit of FYE 2017 that would result in a deviation between the Q417 Results and final audited results for FYE 2017. Upon enquiry by Mr. Chairman, Mr. Hoh stated that the timeliness of deliverables/documents from Management is crucial for them to meet the audit timeline, he urged reasonable time must be given to his team to perform their works. EY would revert to the AC if there is any indication of major deviation between the unaudited results Q417 and audited results for FYE 2017 by Monday 19 June 2017.At this juncture, Management team left at 10:45 a.m. for the AC toconduct private session with EY. 7

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Third AC Meeting (ACM 1/2018) held on 16 June 2017 – cont’d] Action by3.0 PRIVATE SESSION WITH THE EXTERNAL AUDITORSMr. Keith Lingam informed the AC that the time given to themto perform audit was tight mainly due to delay on thedeliverables/documents from Management. For example, theproject schedules in relation to “Revenue Recognition –Construction contracts relating to Wi-Fi structure” was onlyprovided to EY on 14 June 2017.Mr. Hoh commented that Management should exert pressuredownward for the Finance team to work towards meeting thetimeline and provide co-operation to the Auditors.Upon enquiry by Mr. Mathew if the Company is able to meetthe timeline, Mr. Hoh responded that the timeline prescribed inthe Main Market Listing Requirements (“Main LR”) of BursaMalaysia Securities Berhad (“Bursa Securities”) must befollowed, i.e., to release Q417 Results within two (2) monthsfrom the quarter ended and to issue Annual Report within four(4) months from the financial year end.Mr. Mathew stated that EY should have communicated to theAC earlier should there be any delays from Management intheir deliverables/documents instead of during the conveningof this AC meeting.Mr. Hoh noted the AC comments and informed that insofar as Managementhe is concerned, there was no major deviation between theunaudited Q417 Results and audited results for FYE 2017.Nonetheless, he would report to the AC again by Monday, 19June 2017.Mr. Mathew informed that in future, he would be requestingManagement to prepare the relevant forecast/workings inadvance since these are the anticipated items requested by EYin the yearly audit.At this juncture, the Chairman thanked EY team’s presentation and therepresentatives of EY left the Meeting at 10:45 a.m.4.0 CONFIRMATION OF MINUTES OF THE SEVENTY-FIRST AC MEETING (ACM 9/2017) OF THE COMPANY HELD ON 17 MARCH 2017 __________________________________The Minutes of the Seventy-First AC Meeting (ACM 9/2017) ofthe Company held on 17 March 2017 was tabled at the Meetingfor confirmation and approval.The AC APPROVED and CONFIRMED the Minutes of theSeventy-First AC Meeting (ACM 9/2017) of the Company heldon 17 March 2017. The Chairman thereafter signed the Minutes 8

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Third AC Meeting (ACM 1/2018) held on 16 June 2017 – cont’d] Action byas a correct record of the proceedings thereat. CONFIRMATION OF MINUTES OF THE SEVENTY-SECOND AC MEETING (ACM 10/2017) OF THE COMPANY HELD ON 21 MARCH 2017___________________________ The Minutes of the Seventy-Second AC Meeting (ACM 10/2017) of the Company held on 21 March 2017 was tabled at the Meeting for confirmation and approval. The AC APPROVED and CONFIRMED the Minutes of the Seventieth AC Meeting (ACM 10/2017) of the Company held on 21 March 2017. The Chairman thereafter signed the Minutes as a correct record of the proceedings thereat.5.0 MATTERS ARISING5.1 Proposed External Auditors Fees for FYE 30 April 2017 The AC noted that Management had negotiated with EY on the Proposed External Auditors Fees for FYE 30 April 2017, as follows:-Financial Year Actual in FPE Reduction2017 2016RM332,000/- RM469,000/- RM137,000/- (-29%)5.2 FYE 30 April 2017 Audit TimelineThe AC noted EY and Managements are working towardsthe timeline.Mr. Mathew informed Management that EY hadhighlighted on the timeliness of deliverables/documentsfrom Management during the audit. He requested theManagement to prepare the relevant forecast/workings inadvance since these are the anticipated items requestedby EY in the yearly audit.5.3 Deferred Tax Asset (“DTA”) in REDtone MEX and REDtone Data Centre and DTA assessment Management presented the three (3) years’ forecast and assessed the amount that could be recognised in Q417 interim financial report.The AC noted that the net Profit or Loss impact arisingfrom the DTA is RM852,693/-. The AC noted that:-• The three (3) years’ forecast was based on the assumptions that Maxis LTE would renew the contract and some other projects in RENS. 9

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Third AC Meeting (ACM 1/2018) held on 16 June 2017 – cont’d] Action by • The assessment did not account for loss making companies. • Auditors were furnished with the assessment and working papers and they are in the midst of reviewing it. Mr. Ernest Lau enquired if projections for RENS is too realistic since the company has been making losses, Mr. Ng explained that it comprises the following three (3) elements:- • RM40 million from the existing projects which are spilled over from current year; • T3E project; and • Continuation of Maxis LTE project (forecast up to December 2017 for RM24 million). Mr. Ernest Lau further enquired on the hike in Gross Profit (“GP”) margin to 36% in 2018, compared to 10% and 16% in years 2016 and 2017, respectively, and thereafter stabilize to 18% to 16% in years 2019 and 2020, Management explained that the delays in T3 and T3E, as follows:- • T3 project was completed and handed over to Maxis on 1 March 2017. As such, there was some cost savings from the current quarter onwards. • T3E project is expected to be completed by June 2017 and the Company could start recognizing revenue in the current financial year.5.4 Amount Outstanding from Sprintz Design Sdn. Bhd. (“SD”)___________________________________ The AC was briefed on the Company’s profile, financial summary from 31 December 2008 to 31 December 2013, core competency and mission and on-going projects of SD. The AC noted that in 2012, SD was appointed as a turnkey vendor through Maxis for Malaysian Communications and Multimedia Commission (“MCMC”) Clawback Universal Service Provision (“USP”) projects which comprises of setting up, operations and maintenance of Pusat Internet 1 Malaysia (“PI1M”) and Wi-Fi Komuniti (“WK”). PI1M & WK is an initiative by MCMC to offer basic Internet access and ICT training to users in underserved areas. SD would outsource the contracts from Maxis to REDtone 10

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Third AC Meeting (ACM 1/2018) held on 16 June 2017 – cont’d] Action byas turnkey contracts. SD actively takes part in marketingto close all USP deals with Maxis. They are also heavilyinvolved in all project management during thedeployment and maintenance phase. The project grossprofit is shared between REDtone and SD (70% -REDtone and 30% - SD).Financing and deploying the projects is the responsibilityof REDtone with payment terms from Maxis as “back toback payment from MCMC”. The “back to back paymentfrom MCMC” is derived from the earlier arrangementbetween Maxis and Nera (competitor to SD), Maxistherefore imposed the same terms & conditions to thenewly appointed contractor, i.e. SD. Both SD & REDtoneare working with Maxis for a better payment termscurrently for all future projects.The unfavourable payment terms naturally resulted inhigher receivable amounts from SD/ Maxis to REDtoneand tight project cashflow for REDtone. However, thelatest contract with Digi for the Sabah 6 Pi1M & 18 WKcontract has a 60 days payment term from pre-siteacceptance test by Digi.SD received RM9.64mil advanced payment from Maxis on13 June 2017. REDtone has received RM8.46mil afterdeducting all the necessary costs from SD on 15 June2017.The AC noted that the latest financial information of SD is Managementnot available as they were filing as Exempt PrivateCompany with the Companies Commission of Malaysia.Management was requested to obtain the latest financialfrom SD and highlighted to SD that it is at the request atthe AC.5.5 Top 20 Active DebtorsThe net amount and impairment assessment had beenincluded in the debtors’ ageing report.5.6 Top 20 Active Debtors – Long outstanding amount due from RNSB_________________________The RM2.06 million has been impaired in the thirdquarter of the financial year 2017 (“Q317”).5.7 Top 20 Active Debtors – Long outstanding amount due from JalurlebarThe RM500,000/- million has been accrued in Q317. 11

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Third AC Meeting (ACM 1/2018) held on 16 June 2017 – cont’d] Action by 5.8 Development cost of RM2.7 million for REdtone IOT The AC noted that EY is in the midst of reviewing the projection for REDtone IOT to assess the likelihood of impairment. It was noted that the projection was made based on a potential from project from Johor.6.0 REVIEW OF THE UNAUDITED QUARTERLY REPORT ON CONSOLIDATED RESULTS OF THE COMPANY AND GROUP FOR Q417 Mr. Lau briefed the AC on the Q417 Results and the AC noted the following salient points, as tabled:- 6.1 Comparison with preceding year corresponding quarter__________________________________ • The Group revenue for Q417 declined 19% year-on- year (“y-o-y”). The decrease in revenue mainly due to significantly higher MTNS project completion in fourth quarter of FYE 2016 (“Q416”). • Q4 2016 includes revenue from China operations divested in the second quarter of FYE 2017. • For Malaysian operation, Telecom service revenue increased 27% but total revenue declined 15% due to lower MTNS. • 28% growth in Data revenue y-o-y • Maxis LTE revenue growth is 42% after normalisation of Q416 comparative (Normalised Q416: RM3.9 million) • Voice business declined 11% y-o-y • Lower USP projects revenue booked due to lower project completions in Q417 • Sizeable revenue contribution from REDtone MEX • Significantly higher MTNS projects work done in Q416. • Q417 recorded a significant turnaround to Profit after Tax (“PAT”) after Minority Interest (“PATAMI”) RM3.2 million. • In Q417, MEX contributed revenue and PAT amounting to RM2.8 million and RM2.4 million, respectively. Without which, revenue and PAT would have been RM38.6 million and RM2.1 million. • Improvement in Q417 performance attributable to better gross profit margin and lower provisions • Lower cost of goods sold in Q417 due to significant cost savings from MTNS projects (mainly T3E and T3), of which T3 was handed over to Maxis in early Q417 • Provisions in Q416: 1. RTAS FA impairment RM9.7m 2. PFDD on T3 Ran RM7m 3. RTAS Goodwill impairment RM3m 4. PFDD on ETV RM2.9m • Higher provisions in Q416 due to PFDD on T3 Ran 12

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Third AC Meeting (ACM 1/2018) held on 16 June 2017 – cont’d] Action by (RM7 million) and ETV group (RM2.9 million) • Reversal of RM0.5 million commissions expense and impair RM1.2 million on amount owing from Jalurlebar – net impact to Q417 is RM0.7 million. • Reversal of over provision in tax in Q417 by RTC of RM657,000/-. In relation to the revenue generated from Maxis LTE amounting to RM5.493 million in Q417, the AC noted that the amount of spectrum used was provided by Maxis for the Company to invoice them. Mr. Jagdish enquired if the amount provided by Maxis is accurate and if it is being verified, Mr. Ho stated that there were discussions held on this matter in the past and due to its complexity, it was mutually agreed that the Company would invoice based on the numbers provided by Maxis. So far, there were no material disputes and discrepancies on the amount billed between the Company and Maxis, payment from Maxis has been very prompt. The AC also noted that contract with Maxis LTE would expired this year and there is an option for Maxis to renew with the Company for another five (5) years. Management expressed that it is highly likely that Maxis would renew the contract with the Company if there is no refarming, i.e., re-allocation of spectrum by MCMC. 6.2 Comparison with preceding quarter • Lower voice revenues mainly due to: 1. Corp voice RM69,000/- 2. Wholesale RM984,000/- 3. Consumer RM320,000/- • Managed Telecom Network Services (“MTNS”) revenues growth driven by engineering services • Excluding MEX, Q417 revenue was RM38.6 million. • MTNS and MEX contributed RM5.7 million (Q317: RM122,000/- loss) and RM2.8 million (Q317: nil) towards GP respectively. • Reversal of RM0.5 million commission and impair RM1.2 million on amount owing from Jalurlebar – net impact to Q417 is RM0.7 million. • Included in provisions is RM1.2 million impairment on receivable from Jalurlebar. In Q317, RM2.1 million was impaired on receivable from RTN. • Other provisions of RM0.5 million (Q317: RM61,000/-) mainly relates to higher allowance for doubtful debts on trade receivables and deposits • Reversal of over provision in tax in Q417 by RTC of RM657,000/-. 13

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Third AC Meeting (ACM 1/2018) held on 16 June 2017 – cont’d] Action by6.3 Profit and Loss, Balance Sheet and Cash Flows as at 30 April 2017 • Profit or Loss ✓ Improvement in GP due to higher LTE income and stronger performance from Data business ✓ Other income in FYE 2017 mainly from gain on disposal of RTAS RM6.3 million ✓ Higher provision in FYE 2016: 1. RTAS FA impairment RM9.7 million 2. RTAS goodwill impairment RM3 million 3. PFDD T3 Ran RM7 million 4. PFDD ETV Group RM2.9 million ✓ Higher forex loss in FYE 2017 mainly due to disposal of RTAS RM2.7 million • Balance Sheet ✓ Higher current assets mainly due to increase in amounts owing by SD. ✓ As at Apr 2017, share premium was reclassified to share capital to comply with new Companies Act 2016 ✓ Higher current liabilities mainly due to increase in trade payables and higher utilization of trade financing and bank overdraft facilities • Cash flows ✓ Reduction in cash is mainly due to the Group’s focus on projects - procurement for the T3E and SD -Maxis 30:90 projects, slow collection from projects and payment to project suppliers6.4 Top 20 Active Debtors • Trade debtor ageing as at 30 April 2017; and • Trade debtor ageing as at 31 May 2017. The AC noted that there is an amount outstanding of RM2.792 million due from BAE Systems Saudi Arabia. Mr. Lau informed that the amount owing should be received by end of June 2017. Ms. Ng Hui Nooi (“Ms. Ng”) briefed the AC that the Company is providing training management information system to a BAE Systems Saudi Arabia (‘BAE SA”) for the latter to provide military training. It is a customised system spin-off from the teleradiology system, the staff cost incurred to develop the system had been charged out in the previous years. Mr. Jagdish asked if the Company received any upfront payment for developing the system, Ms. Ng stated that the amount of RM2.792 million is the 40% out of the total contract value of SAR6.5 million, the other 60% would be 14

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Third AC Meeting (ACM 1/2018) held on 16 June 2017 – cont’d] Action bybilled over four (4) billing stages.Ms. Ng stated that EY is fully aware of this contract withBAE SA and so far, they have not raised any concerns onrevenue and cost recognition associated to this contract.Mr. Jagdish cautioned Management that BAE SA is not agood paymaster and urged Management to follow-uppayment with them closely.Mr. Ho asked if credit evaluation was done prior to theengaging with BAE SA, Ms. Ng mentioned that it was doneby the Operation level.Mr. Mathew enquired the place of arbitration in the event Managementof dispute, Ms. Ng would check the contract and revert tothe AC.The AC expressed concern over the amount owing andadvised the Management not to continue services if BAESA did not pay by June 2017.The AC further noted that the contract with BAE SA hasnever been discussed at the EXCO level.7.0 REVIEW OF THE STATUS OF THE RECURRENT RELATED PARTY TRANSACTIONS__________________________The AC noted the RRPT for Q417, as tabled.The AC further noted the mandated and non-mandated RRPTas follows:-Mandated RRPTNo. Purchases 4Q17 Year-to-date Mandate (RM) (“YTD”) for 4Q171. E.V.A Management 515 (RM) 2016/17 1,975 (RM)Sdn. Bhd. – for 2,000 26,733managing payroll 70,000 5,404@ RM9.00 per staff 200,000 2,2462. Berjaya 5,078 1,000,000Registration Sdn.Bhd. – printing billsfor REDtone Mytel;professional fees3. Sun Media -Corporation Sdn.Bhd. –procurement ofadvertising andpublishing services4. Bermaz Motor - 15

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Third AC Meeting (ACM 1/2018) held on 16 June 2017 – cont’d] Action byTrading Sdn. Bhd. 5,593 36,358 1,272,000– after salesservices Total:Non-mandated RRPTNo. Purchases 4Q17 YTD 4Q17 (RM) (RM)1. Berjaya Sompo Insurance Bhd – 39,128 584,967 218,641mainly for staff, car and 1,022properties and all risks insurance 1362. U Mobile Sdn. Bhd. – mainly 141,219 31,250payment of bills for staff usage 836,015of handphone3. Inter-Pacific Securities Sdn. Bhd. -– brokerage and clearing feesafter Goods and Services tax andstamp duty4. BLoyalty Sdn. Bhd. – mainly for 73printing BCARD-STAFFPRIVILEGE CARD for new staffjoined @ RM3.00 per staff5. Berjaya Hospitality Services Sdn. -Bhd. – REDtone Hari Raya OpenHouse 2016 Total: 180,4208.0 REVIEW OF THE DRAFT WHISTLE-BLOWING POLICY AND IF DEEMED FIT, TO RECOMMEND TO THE BOARD OF DIRECTORS FOR APPROVAL______________________The AC noted the draft Whistle-Blowing Policy, as tabled.The AC noted that:-• Ms. Monica Tan is the proposed Prescribed Officer.• Policy relating to sexual harassment is already provided for in the Human Resource handbook.The AC DEFFERED the above for further discussion at the AC ACMeeting to be held on Monday, 19 June 2017. 169.0 DATE OF THE NEXT AC MEETINGSThe AC AGREED that the next AC meetings be tentativelyscheduled to the dates as follows:-Meeting Date Time 75th ACM Tuesday, 10:00 a.m. (3/2018) 18 July 2017 11:00 a.m. 76th ACM Thursday, (4/2018) 20 July 2017

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Third AC Meeting (ACM 1/2018) held on 16 June 2017 – cont’d] Action byCONCLUSIONThere being no other business, the Meeting concluded at 1:10 p.m.with a vote of thanks to the Chairman. CONFIRMED AS A CORRECT RECORD CHAIRMANDated: 17

REDTONE INTERNATIONAL BERHAD (“RIB” or “the Company”) (Company No. 596364-U) (Incorporated in Malaysia)MINUTES OF THE SEVENTY-FOURTH AUDIT COMMITTEE (“AC”) MEETING (ACM2/2018) OF THE COMPANY HELD AT THE MEETING ROOM, SUITE 22-30, 5THFLOOR, IOI BUSINESS PARK, 47100 PUCHONG, SELANGOR DARUL EHSAN ONMONDAY, 19 JUNE 2017 AT 11:15 A.M. Number of AC Meetings attended/ held for the current financial yearPRESENT : Mr. Mathew Thomas a/l Vargis Mathews 2/2BY INVITATION (Chairman) Mr. Jagdish Singh Dhaliwal (Member) 2/2IN ATTENDANCE Dato’ Mohd Zaini Bin Hassan (Member) 2/2 : Mr. Ho Meng (Non-Independent Executive Director) Mr. Lau Hock Chye (Chief Financial Officer) Ms. Ng Hui Nooi (General Manager, Procurement) Mr. Shahril Teoh (General Manager, Finance) Mr. Ng Kim Chuan (General Manager, Finance) Ms. Stephanie Chong (Finance Manager) Ms. Monica Tan (Manager, Corporate Affairs) Mr. Ernest Lau Lub Ding (Senior General Manager, Group Accounts and Budgets Division, Berjaya Corporation Berhad) Ms. Karen Chang (General Manager, Group Accounts and Budgets Division, Berjaya Corporation Berhad) : Ms. Lynda Pan Seng Wee (Company Secretary) Ms. Gan Shiaw Teng (Assisting the Company Secretary) Action byCHAIRMANThe Chairman, Mr. Mathew Thomas a/l Vargis Mathews (“Mr. Mathew” or“the Chairman”) welcomed all present at the Seventy-Fourth AC Meetingof the Company (ACM 2/2018) and called the Meeting to order at 11:15a.m.QUORUMThe requisition quorum being present pursuant to the Terms of Referenceof the AC, the Meeting proceeded with the business at hand.NOTICEThe Notice convening the Meeting dated 9 June 2017 which have beencirculated within the prescribed period was, with the permission of theMeeting, taken as read.1.0 REVIEW AND APPROVAL OF THE UNAUDITED QUARTERLY REPORT ON CONSOLIDATED RESULTS OF THE COMPANY AND GROUP FOR THE FOURTH QUARTER ENDED 30 APRIL 2017 (“Q417”) (“Q417 RESULTS”) AND IF DEEMED FIT, TO 1

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Fourth AC Meeting (ACM 2/2018) held on 19 June 2017 –cont’d] Action byRECOMMEND THE SAME TO THE BOARD OF DIRECTORS FORAPPROVALMr. Lau Hock Chye (“Mr. Lau”) and Mr. Ng Kim Chuan (“Mr. Ng”)briefed and the AC noted the revised Q417 Results, as tabled.The AC noted the following amendments subsequent to thediscussion of the AC during the AC meeting held on 16 June2017:-• Profit after tax for Q417 has been re-assessed from RM5.2 million to RM4.5 million.• The deferred tax assets (“DTA”) in REDtone Technology Sdn. Bhd. (“RTSB”) and REDtone Data Centre Sdn. Bhd. (“RDC”) has been re-assessed as the companies are loss making. The impact on RTSB and RDC arising therefrom is approximately RM300,000/- and RM700,000/-, respectively.• The DTA in SEA Telco Engineering Services Sdn. Bhd. (“SEA Telco”) has also been re-assessed and an additional RM600,000/- be recognised. As a result, a total of DTA in SEA Telco recorded in the balance sheet of Q417 is RM1.6 million. The AC noted that currently SEA Telco is loss making but the Management had recognised the DTA on the basis of next three (3) years’ forecast profits from engineering services and sub-contracting works at approximately RM6.7 million. Mr. Ernest Lau Lub Ding enquired the Management on how Management derive the SEA Telco’s next three (3) years’ forecast profits since SEA Telco is still making loss of RM800,000/- this year although it was forecasted for a profit of RM154,000/- during the last year forecast. Mr. Lau informed that the Management was forecasting the profits based on the T3 and T3E projects as a T3 RAN Sharing project of RM6.6 million has been handed over to Maxis by the end of February 2017 and there were no other costs to be incurred, and the T3E project which was supposed to be completed within January to March 2017 has been delayed to June 2017. Hence, the Management foresee that the loss in SEA Telco could be minimised in the next three (3) years. Mr. Ng added that the relevant documents pertaining to the three (3) years’ forecast has been furnished to Messrs. Ernst & Young (“EY”) for justification.• The AC noted that the dividend income which is tax exempted should not be recognised in DTA and this has been excluded in DTA in RIB. The Management is in consultation with EY on the amount of DTA in RIB. 2

REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia)[Minutes of the Seventy-Fourth AC Meeting (ACM 2/2018) held on 19 June 2017 –cont’d] Action by Mr. Mathew enquired on the total adjustment of DTA since the discussion of the AC during the AC meeting held on 16 June 2017. Mr. Ng replied that the adjustment from the movement in DTA and deferred tax liabilities is approximately RM700,000/-. The AC noted that EY had reviewed the revised DTA, save and except for the DTA in RIB of approximately RM146,067/- which is still in discussion with the Management. The AC urged the Management to accept the EY’s comments if EY is not comfortable on the assessment of DTA in RIB. After deliberation by the AC and subject to some amendments and EY’s comments on DTA in RIB, the AC unanimously RESOLVED that, the Q417 Results be recommended to the Board of Directors for approval and release to Bursa Malaysia Securities Berhad and the Securities Commission accordingly.2.0 ANY OTHER BUSINESS 2.1 Whistle-blowing Policy Subsequent to the discussion of the AC during the AC meeting Management held on 16 June 2017, Jagdish Singh Dhaliwal (“Mr. Jagdish”) suggested that a new clause on sexual harassment be included in the whistle-blowing policy. The AC concurred with Mr. Jadgish’s suggestion and would amend accordingly. The AC RESOLVED that the draft Whistle-blowing Policy, with inclusion of a sexual harassment clause, be recommended to the Board of Directors for approval and adoption.CONCLUSIONThere being no further business, the Meeting concluded at 12:00 noonwith a vote of thanks to the Chairman. CONFIRMED AS A CORRECT RECORDDated: CHAIRMAN 3

REDTONE INTERNATIONAL BERHAD (Company No.596364-U) (Incorporated in Malaysia)MATTERS ARISING of the Seventy-Third Audit Committee Meeting (First Audit CommitteeMeeting for the financial year ending 30 April 2018) of REDtone International Berhad(“REDtone” or “the Company”) held at the Meeting Room, Suite 22-30, 5th Floor, IOI BusinessPark, 47100 Puchong, Selangor Darul Ehsan on Friday, 16 June 2017 at 10:00 a.m1 Item Review of the Internal Audit Report – Project Management Process 1.0 The Internal Auditors, Stanco & Ruche was requested to review the Project Management process of the Company. Action: The Project Management process will be one of the activities to be covered under the Internal Audit Plan for FY2018.2 Item Disposal of entire equity interest in REDtone Asia Inc 2.0 (f) i) AC requested External Auditors, EY to check with their counterparts in China on the capital tax exposure on the disposal. ii) Simultaneously, Management to check with the lawyers who drafted the Share Sale Agreement on the possible capital tax exposure Action: i) EY Malaysia Tax is of the preliminary opinion that the any tax exposure arising from the disposal relates to withholding tax, and therefore the obligation to withhold any taxes resides with the buyer and not RIB. They are following up closely with their counterparts in EY China Tax for confirmation. The Management will update the AC when confirmation is obtained. ii) The lawyer is unable to advise on the possible capital tax exposure.3 Item Unaudited results Q417 and Audited Results for FYE 2017 2.0 (h) EY to revert to AC by Monday 19 June 2017, should they find any major deviation between the unaudited results Q417 and audited results for FYE 2017 Action: There is a deviation of less than 10%. EY will update the AC at the next AC meeting.

4 Item Amount Outstanding from Sprints Design Sdn Bhd (“SD”) 5.4 Management to obtain the latest management accounts from SD5 Item 6.4 Action:6 Item The management has updated the AC with the latest management account on 19 June 8.0 2017. Training Management Information System to a BAE Systems Saudi Arabia (‘BAE SA”), total contract value of SAR6.5 million Management to confirm on the place of arbitration stated in the contract in the event of dispute. Action: In the event of dispute, the place of arbitration shall be finally resolved by arbitration under the Rules of the London Court of International Arbitration. Review of the Draft Whistle-Blowing policy AC to review again the draft whistle-blowing policy at its next AC Meeting and if deemed fit, to table the policy to the Board Action: The draft Whistle-Blowing policy was reviewed and tabled to the Board in its meeting on 19 June 2017 for approval and adoption.

REDTONE INTERNATIONAL BERHAD (Company No.596364-U) (Incorporated in Malaysia)MATTERS ARISING of the Seventy-Fourth Audit Committee Meeting (Second AuditCommittee Meeting for the financial year ending 30 April 2018) of REDtone InternationalBerhad (“REDtone” or “the Company”) held at the Meeting Room, Suite 22-30, 5th Floor, IOIBusiness Park, 47100 Puchong, Selangor Darul Ehsan on Monday, 19June 2017 at 11:15a.m1 Item Review of the Draft Whistle-Blowing policy 2.0 Management to include sexual harassment as an additional wrongdoing under the Whistle- Blowing policy Action: Sexual Harassment has since been included as an additional wrongdoing under the Whistle- Blowing policy and the Board has approved the policy for adoption by the Company.

REDtone International BerhadAudit Committee ReportThe Board of Directors of REDtone International Berhad is pleased to present the AuditCommittee Report to provide insights on the discharge of the Audit Committee’sfunctions during the financial year ended 30 April 2017.OBJECTIVEThe Audit Committee (“the Committee”) was established to act as a Committee of theBoard of Directors to fulfill its fiduciary responsibilities in accordance with the Terms ofReference of Audit Committee of REDtone International Berhad (“REDtone”) and toassist the Board to review the adequacy and integrity of the Group’s financialadministration and reporting and internal control.MEMBERSHIP AND MEETING ATTENDANCEThe current members of the Audit Committee are as follows:Mr Mathew Thomas A/L Vargis Mathews (Chairman, Senior Independent Non-Executive Director)Mr Jagdish Singh Dhaliwal (Member, Independent Non-Executive Director)Dato’ Mohd Zaini Bin Hassan (Member, Independent Non-Executive Director)The details of attendance of each member at the Audit Committee meetings heldduring the financial year ended 30 April 2017 are as follows:NAME OF COMMITTEE MEMBERS Designation AttendanceMr Mathew Thomas A/L Vargis Mathews Chairman 10/10 Member 10/10Mr Jagdish Singh Dhaliwal Member 8/10Dato’ Mohd Zaini Bin HassanTERMS OF REFERENCEThe Terms of Reference of the Audit Committee (included in the Board Charter) ismade available on the Company’s website, www.redtone.com. The Board is satisfiedthat the Audit Committee and its members had discharged their functions, duties andresponsibilities in accordance with its Terms of Reference in ensuring that theCompany upholds the appropriate Corporate Governance standards.SUMMARY OF WORK OF THE AUDIT COMMMITTEE DURING THE FINANCIALYEAR UNDER REVIEWDuring the financial year ended 30 April 2017, in line with the Terms of Reference, theCommittee carried out the following activities to discharge ts functions and duties:- Page 1

Overview of Financial Performance and Reporting• Reviewed the unaudited quarterly financial results of the Group for the quarters ended 31 July 2016, 31 October 2016, 31 January 2017 and 30 April 2017 before recommending the same for the Board’s approval and release to Bursa Securities and Securities Commission of Malaysia; and• Reviewed the draft audited financial statements for the year ended 30 April 2017 of the Group, the issues arising from the audit, their resolutions and the external audit report with the External Auditors prior to submission to the Board for approval.Oversight of External Auditors• Reviewed the Audit Plan of the Group for the financial year ended 30 April 2017 prepared by the External Auditors, setting out the responsibilities of the External Auditors, their scope of work and key audit areas in connection with their audit of the Group;• Reviewed the Audit Status Report prepared by the External Auditors for the financial year ended 30 April 2017, covering updates of matters to highlight and significant outstanding matters from the audit field work;• Reviewed the 2016 Report prepared by the External Auditors for the financial year ended 30 April 2017, upon the completion of the audit work;• Had private sessions with the External Auditors without the presence of Executive Directors and Management;• Reviewed the proposed audit fees for the financial year ended 30 April 2017 prior to Board’s approval; and• Reviewed and deliberated the performance of the External Auditors and made recommendations to the Board on their re-appointment.Oversight of Internal Auditors• Reviewed and approved the annual internal audit plan for financial year ended 30 April 2017 to ensure adequate scope coverage over the activities of the Group; and• Reviewed the Internal Audit Reports for the financial year ended 30 April 2017 and assessed the internal auditors’ findings and the management’s responses and made the necessary recommendations to the Board of Directors for approval. The Internal Audit Reports reviewed during the financial year ended 30 April 2017 were in respect of Accounts Payable Review, Commission Payable Review, Bank Reconciliation Review and Inventory Management Review. Page 2

Oversight of Risk Management Environment• Monitored and reviewed the progress of the Enterprise-Wide Risk Management Program (“ERM”). The establishment of the Risk Register was completed in June 2017.Review of Related Party Transactions• Reviewed the related party transactions on a quarterly basis and against the annual mandate approved by the shareholders;• Reviewed the possibilities of conflict of interest situations which may arise within the Group.Oversight of Internal Control Matters• Reported to the Board on significant audit issues and concerns discussed during the Committee’s meetings which have significant impact on the Group from time to time, for consideration and deliberation by the Board; and• Reviewed the Audit Committee Report and Statement on Risk Management and Internal Control prior to submission of the same to the Board for consideration and inclusion in the Annual Report 2017 of the Company.Reviewed the Circular to Shareholders in relation to the Proposed Renewal of and New Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature.The Board is satisfied that the Audit Committee has carried out their responsibilitiesand duties in accordance with the Audit Committee’s Terms of Reference.INTERNAL AUDIT FUNCTIONThe Committee is supported by outsourced Internal Auditors in the discharge of itsduties and responsibilities. Based on the audits, the outsourced Internal Auditorsprovide the Committee with independent and objective reports on the state of internalcontrol of the various operating units within the Group and the extent of compliance ofthe units with the Group’s established policies and procedures.The functions of the outsourced Internal Auditors are to:1. Perform audit work in accordance with the pre-approved internal audit plan, which covers reviews of the internal control system, risk management and follow up audits to address observations reported in preceding internal audit visits;2. Carry out reviews on the systems of internal control of the Group;3. Review and comment on the effectiveness and adequacy of the existing internal control policies and procedures; and4. Provide recommendations, if any, for the improvement of the internal control policies and procedures.The Committee and Board are satisfied with the performance of the outsourcedInternal Auditors and have in the interest of greater independence and continuity in the Page 3

internal audit function, taken the decision to continue with the outsource of the InternalAudit function.In compliance with the pre-approved internal audit plan for the financial year underreview, the operational compliance reviews were as follows: • Accounts Payable Review • Commission Payable Review • Bank Reconciliation Review • Inventory Management ReviewThe Audit Committee reviews the internal audit reports, its recommendations and itssubsequent review to determine management’s compliance to the same, whereapplicable.The fees incurred during the financial year ended 30 April 2017 in relation to theinternal audit function for the Group was RM60,000. Page 4

REDtone InternationalBerhadStatement on Risk Management andInternal Control1. INTRODUCTIONThe Board of Directors (“Board”) of REDtone International Berhad recognises theimportance of good corporate governance practices. The Board is committed tomaintaining a sound risk management and internal control system to safeguardshareholders’ investment and the Group’s assets.The Board is pleased to set out below the Board’s Statement on RiskManagement and Internal Control (“Statement”) which is prepared in accordancewith Rule 15.26(b) of Bursa Malaysia Securities Berhad ACE Market ListingRequirements, Malaysian Code on Corporate Governance 2012 and as guidedby the Statement on Risk Management and Internal Control: Guidelines forDirectors of Listed Issuers (“Guidelines”). This Statement outlines the nature andscope of risk management and internal control of the Group and there are nomaterial associates that have not been dealt with as part of the Group in applyingthe Guidelines.2. BOARD RESPONSIBILITYThe Board affirms its overall responsibility for the Group’s system of riskmanagement and internal control and continuously reviews the adequacy andintegrity of the system. It should also be appreciated that the whole system ofinternal control is designed to manage and control risks appropriately rather thana definitive system designed for the total avoidance of risks or for eliminating therisk of business failure. As such, these systems can only provide reasonable butnot absolute assurance against material misstatements or losses.The system of risk management and internal control covers not only financialcontrol but also operational, commercial, regulatory and compliance controls. TheBoard believes that this is a continuing process and more importantly a concertedeffort by all employees of the Group. As part of its review, the Board continues totake necessary measures to strengthen its risk management and internal control Page 1

system to address any weaknesses identified. These processes are in placethroughout the financial year under review and up to the date of approval of thisAnnual Report.The Board has delegated to the Audit Committee the responsibility to review theinternal control processes and to report to the Board in the event there is anymajor inadequacy of the internal control systems. A Risk ManagementCommittee (“RMC”), headed by the Group Chief Executive Officer, has beenestablished to assist and oversee the risk management system of the Group.3. RISK MANAGEMENT FRAMEWORKThe Board regards the management of core risks as an integral and critical partof the day-to-day operations of the Group and it is embedded into the culture,processes and structures of the Group. The experience, knowledge andexpertise to identify and manage such risks throughout the financial year underreview enables the Group to make cautious, mindful and well-informed decisionsthrough formulation and implementation of requisite action plans and monitoringregime which are imperative in ensuring the accomplishment of the Group’sobjectives.Day-to-day operations in respect of financial, commercial, legal compliance andoperational aspects of the Group are closely monitored by the respective Headsof Department and Project Managers. The deliberation of risks and mitigationresponses are discussed at periodic management meetings.The Enterprise-Wide Risk Management Program (“ERM”) has been establishedto identify and manage significant risks faced in the Group’s operations and tofurther assist in the management of risks of the Group. For the effectiveimplementation of the ERM and in line with MCCG 2012, a Risk ManagementCommittee (“RMC”), headed by the Group Chief Executive Officer, has beenestablished in June 2017, comprising key management personnel from therespective divisions. The RMC, guided by its Terms of Reference (included in theBoard Charter which is made available on the Company’s website,www.redtone.com) is tasked to report to the Audit Committee on key risksidentified and the implementation of action plans to mitigate the risks, The Boardis apprised, via the Audit Committee and the RMC, of the Group’s risk profile,including action plans to address significant risks.The RMC was established subsequent to the financial year ended 30 April 2017.The Committee had since established the Key Risk Profile and the Key RiskIndicators which may impede the Group from achieving its objectives, as well asdevelop action plans to mitigate such risks. The RMC will update the AuditCommittee and the Board of Directors on the risk management activities on a halfyearly basis or more often as required. Page 2

The key features of ERM framework are as follows:• It outlines the ERM methodology on the identification of key business risks through a structured approach and to determine if controls are in place in mitigating the risks identified.• It establishes guidelines to enable Management to prioritise the risks and allocation of resources to manage the risks.Meanwhile, the management of risks is an ongoing process to identify, evaluateand manage the risks faced by the Group. Further assurance is provided by theInternal Audit function which operates across the Group with emphasis on keyoperating functions within the Group. The Board shall, with the assistance fromthe Audit Committee and Risk Management Committee, re-evaluate the existingrisk management practices, and where appropriate and necessary, revise suchpractices accordingly.4. KEY INTERNAL CONTROL ELEMENTSThe key elements of the Group’s Internal Control System include: • Board Committees to assist the Board in overseeing the management of risks, each with clearly defined terms of reference, authorities and responsibilities. The standing committees include the Audit Committee, Nomination Committee, Remuneration Committee and Risk Management Committee; • Well defined organisational structure with clear lines of authority, accountability and responsibilities of the Management team; • The Group Chief Executive Officer, Executive Directors and Senior Management are closely involved in the running of business and operations of the Group. They report to the Board on significant changes in the business and external environment which may affect the operations of the Group at large; • The Code of Ethics and Business Conduct is a vital and integral part of the Group’s control environment; • Review of all proposals for material capital expenditure and investment opportunities by the Executive Committee and approval for the same by the Board prior to expenditure being committed; Page 3

• An approved Limits of Authority matrix which defines the delegation of authority and the approval limits; • The Audit Committee reviews the effectiveness of the Group’s system of internal control on behalf of the Board. The Audit Committee comprises of non-executive members of the Board, who are independent directors. The Audit Committee is not restricted in any way in the conduct of its duties and has unrestricted access to the internal and external auditors of the Company and to all employees of the Group. The Audit Committee is also entitled to seek such other third-party independent professional advice deemed necessary in the performance of its responsibility; • Review by the Audit Committee of internal control issues identified by the external and internal auditors and action taken by Management in respect of the findings arising therefrom. The Internal Audit function reports directly to the Audit Committee. Findings are communicated to Management and the Audit Committee with recommendations for improvements and follow-up to confirm all agreed recommendations are implemented. The Internal Audit plan is structured on a risk based approach and is reviewed and approved by the Audit Committee; • The Company’s performance is monitored regularly and the business objectives and plans are reviewed in the management meetings attended by division and business unit heads. The key operational and management issues are also resolved at these meetings. The Group Chief Executive Officer and Executive Directors meet regularly with Senior Management to consider the Group’s financial performance, business initiatives and other management and corporate issues; • There are sufficient reports generated in respect of the business and operating units to enable proper review of the operations and financials. Management accounts are prepared timely and on a monthly basis and is reviewed by the Group Chief Executive Officer, Executive Directors and Senior Management; • The professionalism and competency of staff are enhanced through a training and development program. A performance management system is in place with established key performance indicators to measure and review staff performance on an annual basis; and • The Group outsources its internal audit function to independent professional consulting firms for greater independence and accountability in the internal audit function.5. INTERNAL AUDIT FUNCTION Page 4

The Company maintains an internal control environment which is independentfrom the Management by outsourcing its internal audit function to independentprofessional consulting firms as part of its effort to provide adequate and effectiveinternal control system whilst remaining compliant with the Guidelines.The internal auditors report independently and directly to the Audit Committee inrespect of the internal audit function. The internal audit function is carried out inaccordance with the annual internal audit plan as approved by the AuditCommittee and all audit findings arising therefrom are reported to the AuditCommittee. The internal auditors had tabled the Internal Audit Reports in respectof the Accounts Payable Review, Commission Payable Review, BankReconciliation Review and Inventory Management Review during the financialyear ended 30 April 2017.The internal auditors are allowed complete and unrestricted access to alldocuments and records of the Group deemed necessary in the performance of itsfunction and independently reviews the risk identification procedures and controlprocesses implemented by Management. It also reviews the internal controls inthe key activities of the Group’s business based on the risk profiles of thebusiness units in the Group. In addition, the internal auditors carry out periodicassignments to ensure the policies and procedures established by the Board arecomplied with by Management. All reports and findings arising from thesereviews are discussed primarily with the respective process custodians prior to aformal report being presented to the Audit Committee.Based on the reports of the internal auditors, identified issues in internal controlhave been adequately addressed, and none of the weaknesses noted haveresulted in any material losses, contingency and uncertainties that would requireseparate disclosure in this Annual Report.The internal auditors also provide improvement recommendations pertaining tothe operational and financial activities for the consideration of Management andthe Board to assist in the continuous development of a more efficient andcomprehensive internal control environment.The total costs incurred for the outsourced internal audit function for the financialyear ended 30 April 2017 was RM60,000.6. REVIEW BY EXTERNAL AUDITORS7.Pursuant to Rule 15.23 of Bursa Malaysia Securities Berhad ACE Market ListingRequirements, the External Auditors have reviewed the Statement for inclusion inthe Annual Report for the financial year ended 30 April 2017. Their review wasperformed in accordance with Recommended Practice Guide 5 (Revised):Guidance for Auditors on Engagements to Report on the Statement on Risk Page 5

Management and Internal Control included in the Annual Report, issued by theMalaysian Institute of Accountants. The External Auditors have reported to theBoard that nothing has come to their attention that causes them to believe thatthis Statement is not prepared, in all material respects, in accordance with thedisclosures required by paragraphs 41 and 42 of the Statement on RiskManagement and Internal Control: Guidelines for Directors of Listed Issuers to beset out, nor is factually inaccurate.7. CONCLUSIONThe Board has received assurance from the Group Chief Executive Officer andChief Financial Officer that the Group’s current risk management and internalcontrol system is operating adequately and effectively, in all material aspects.For the year under review, the Board has reviewed the risk management andinternal control system and is of the view that the system is adequate andeffective and no material weakness and/or reported shortfall in the riskmanagement practices and internal control system has resulted and/or give riseto any material loss, contingency and/or uncertainty during the financial yearunder review. Nevertheless, the Board also recognises the fact that the Group’srisk management and internal control system practices must continuously evolveto support the growth and dynamics of the Group as well as to meet the changingand challenging business environment. As such, the Board, in striving forcontinuous improvement, will put in place appropriate action plans to furtherenhance the system of internal controls and risk management practices.This Statement was approved by the Board on [ ]. Page 6

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 independent adviser immediately.The Exchange takes no responsibility for the contents of this Circular, makes no representation as to its accuracy orcompleteness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance uponthe whole or any part of the contents of this Circular. REDTONE INTERNATIONAL BERHAD (Company No.: 596364-U) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS in relation to the PROPOSED RENEWAL OF AND NEW SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURENotice of the Fifteenth Annual General Meeting (15th AGM) which will be held at Langkawi Room,Bukit Jalil Golf & Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, 57000 Kuala Lumpur on [Thursday,5 October 2017 at 10.00a.m.] together with the Form of Proxy are enclosed in the Annual Report2017. The Form of Proxy must be lodged at the Share Registrar of the Company not less than 48hours before the time fixed for the Meeting. The lodging of the Form of Proxy will not preclude youfrom attending and voting at the Meeting if you are subsequently able to do so. This Circular is dated [23 August 2017].

DEFINITIONSExcept where the context otherwise requires, the following definitions shall apply throughout thisCircular:“7-Eleven” : 7-Eleven Malaysia Sdn Bhd“Act” : Companies Act, 2016, and any amendment made thereto from time to“AGM” time“AM”“Annual Report 2017” : Annual General Meeting“B&B” : Ansar Mobile Sdn Bhd“BAssets:“BAuto” : The annual report of REDtone for the financial year ended 30 April“BCorporation” 2017“Best Media”“BGroup” : B & B Enterprise Sdn Bhd“BHills”“BMedia” : Berjaya Assets Berhad“Board”“BTSSB” : Bermaz Auto Berhad (formerly known as Berjaya Auto Berhad)“Desiran Unggul”“Director” : Berjaya Corporation Berhad“DIBO” : Best Media Network Sdn Bhd“DYMM SOJ”“EGM” : Berjaya Group Berhad“EPS”“Exchange” : Berjaya Hills Resort Berhad (formerly known as Berjaya Hills Berhad)“Gemtech” : Berjaya Media Berhad : Board of Directors : Berjaya Times Square Sdn Bhd : Desiran Unggul Sdn Bhd : Has the meaning given in Section 2(1) of the Capital Markets and Services Act 2007 and includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a Director of REDtone, its subsidiaries or holding company or a chief executive officer of REDtone, its subsidiaries or holding company : Dato’ Ismail Bin Osman : DYMM Ibrahim Ismail Ibni Almarhum Sultan Mahmud Iskandar Al- Haj, the Ruler of the State of Johor : Extraordinary General Meeting : Earnings per share : Bursa Malaysia Securities Berhad : Gemtech (M) Sdn Bhd i

DEFINITIONS (cont’d)“HM” : Mr Ho Meng“HRESB” : Hotel Resort Enterprise Sdn Bhd“HQZ” : HQZ Credit Sdn Bh“JSSB” : Juara Sejati Sdn Bhd“LBSB”“Listing Requirements” : Lengkap Bahagia Sdn Bhd“LPY”“Major Shareholder(s)” : The Exchange’s ACE Market Listing Requirements, including any amendment that may be made from time to time“MOL.com”“MOL Access” : Ms Loh Paik Yoong“NA”“Nautilus” : A person who has an interest or interests in one or more voting shares“NKSB” in REDtone and the number or the aggregate number of the voting“PCL” shares, is“Person(s) Connected” (a) 10% or more of the aggregate of the total number of voting shares in REDtone; or (b) 5% or more of the aggregate of the total number of voting shares in REDtone where such person is the largest shareholder of REDtone. For the purpose of this definition, “interest in shares” shall have the meaning given in Section 8 of the Act. A major shareholder 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 major shareholder of REDtone or any other company which is its subsidiary or holding company. : MOL.com Sdn Bhd : MOL AccessPortal Sdn Bhd : Net assets attributable to ordinary equity holders of REDtone : Nautilus Corporation Sdn Bhd : Nostalgia Kiara Sdn Bhd : Prime Credit Leasing Sdn Bhd : In relation to a Director or a Major Shareholder, means such person who falls under any one of the following categories: - (i) a family member of the Director or Major Shareholder; (ii) a trustee of a trust (other than a trustee for a share scheme for employees or pension scheme) under which the Director, Major Shareholder or a family member of the Director or Major Shareholder, is the sole beneficiary; (iii) a partner of the Director, Major Shareholder or a partner of a Person Connected with that Director or Major Shareholder; ii

DEFINITIONS (cont’d) (iv) 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; (v) 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; (vi) 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; (vii) 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; (viii) a body corporate in which the Director, Major Shareholder or Persons Connected with him are entitled to exercise, or control the exercise of, not less than 20% of the votes attached to voting shares in the body corporate; or (ix) a body corporate which is a related corporation“Premier Merchandise” : Premier Merchandise Sdn Bhd“Prevailing Laws” : Any prevailing laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities“Proposed Mandate” : Proposed renewal of and new shareholders’ mandate for the REDtone Group to enter into Recurrent Related Party Transactions in the ordinary course of business“RDC” : REDtone Data Centre Sdn Bhd“Recurrent Related Party : Transactions which are recurrent, of a revenue or trading nature andTransaction(s)” which are necessary for the day-to-day operations of the REDtone Group and involve the interests, direct or indirect, of a Related Party“REDtone” or : REDtone International Berhad“Company” : REDtone and its subsidiary companies“REDtone Group” or“Group”“Related Party/(ies)” : A Director, Major Shareholder or a Person Connected with such a Director or Major Shareholder“RENS” : REDtone Engineering & Network Services Sdn Bhd (formerly known“REX” as REDtone Marketing Sdn Bhd)“RIOT”“RM” and “sen” : REDtone MEX Sdn Bhd“RTC” : REDtone IOT Sdn Bhd : Ringgit Malaysia and sen respectively : REDtone Telecommunications Sdn Bhd iii

DEFINITIONS (cont’d)“RTM” : REDtone Mytel Sdn Bhd REDtone Technology Sdn Bhd“RTT” : 7-Eleven Malaysia Holdings Berhad SEA Telco Engineering Services Sdn Bhd“SEM” : Sublime Cartel Sdn Bhd Superior Structure Sdn Bhd“STE” : Tan Sri Dato’ Seri Vincent Tan Chee Yioun U Mobile Sdn Bhd“Sublime Cartel” : U Telemedia Sdn Bhd YAM Tunku Tun Aminah Binti Sultan Ibrahim Ismail“Superior Structure” :“TSVT” :“U Mobile” :“U Telemedia” :“YAM TTA” : iv

TABLE OF CONTENTS PAGELETTER TO THE SHAREHOLDERS OF REDTONE ON THE PROPOSED 1MANDATE 11. INTRODUCTION 112. DETAILS OF THE PROPOSED MANDATE3. RATIONALE FOR, AND THE BENEFIT TO THE REDTONE GROUP 11 11 FROM TRANSACTING WITH RELATED PARTIES 114. CONDITIONS FOR THE PROPOSED MANDATE 125. FINANCIAL EFFECTS OF THE PROPOSED MANDATE 136. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS 137. DIRECTORS’ RECOMMENDATION8. AGM9. FURTHER INFORMATIONAPPENDIX I FURTHER INFORMATION ENCLOSEDEXTRACT OF RESOLUTION TO BE TABLED AT REDTONE’SFIFTEENTH AGMv

REDTONE INTERNATIONAL BERHAD (Company No.: 596364-U) (Incorporated in Malaysia) Registered Office: Level 7, Menara Milenium Jalan Damanlela Pusat Bandar Damansara Damansara Heights 50490 Kuala Lumpur [23 August 2017]Directors:YAM Tunku Tun Aminah Binti Sultan Ibrahim Ismail (Non-Independent Non-Executive Chairman)Lau Bik Soon (Group Chief Executive Officer)Dato’ Ismail Bin Osman (Senior Executive Director)Ho Meng (Executive Director)Mathew Thomas A/L Vargis Mathews (Senior Independent Non-Executive Director)Jagdish Singh Dhaliwal (Independent Non-Executive Director)Dato’ Mohd Zaini Bin Hassan (Independent Non-Executive Director)Avinderjit Singh A/L Harjit Singh (Independent Non-Executive Director)Loh Paik Yoong (Non-Independent Non-Executive Director)To: The Shareholders of REDtoneDear Sir/Madam,PROPOSED RENEWAL OF AND NEW SHAREHOLDERS’ MANDATE FOR RECURRENTRELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE1.0 INTRODUCTION1.1 The Board of REDtone had on [Date] announced its intention to seek shareholders’ approval for the proposed renewal of and new shareholders’ mandate for Recurrent Related Party Transactions.1.2 The purpose of this Circular is to provide you with the relevant information on the Proposed Mandate and to seek your approval for the ordinary resolution to be tabled at the forthcoming AGM of the Company. The Notice of AGM is set out in the Annual Report 2017. The extract of the ordinary resolution on the Proposed Mandate to be tabled at the forthcoming AGM is enclosed together with this Circular.2.0 DETAILS OF THE PROPOSED MANDATE2.1 The Proposed Mandate2.1.1 The Company had on 12 October 2016 obtained its shareholders’ mandate for the REDtone Group to enter into Recurrent Related Party Transactions on terms that are not more favourable to the Related Parties than those generally available to the public. The approval shall in accordance with the Listing Requirements lapse at the conclusion of the forthcoming AGM of the Company scheduled on [5 October 2017] unless approval for its renewal is obtained from the shareholders of the Company at the forthcoming AGM. 1

2.1.2 Pursuant to Rule 10.09(1)(a) of the Listing Requirements, REDtone must immediately announce a Recurrent Related Party Transaction where:- (i) the consideration, value of the assets, capital outlay or costs of the Recurrent Related Party Transactions is RM1 million or more; or (ii) the percentage ratio of such Recurrent Related Party Transaction is 1% or more, whichever is the higher. In addition, Rule 10.08(2) of the Listing Requirements states that where any one of the percentage ratios of a related party transaction is 5% or more, REDtone must engage the services of a Sponsor or Adviser and an independent adviser, issue a circular to its shareholders and obtain specific shareholders’ approval of the transaction.2.1.3 Pursuant to Rule 10.09(2) of the Listing Requirements, REDtone 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 party 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 where the aggregate value is equal to or more than the threshold prescribed under Rule 10.09(1) of the Listing Requirements; (c) the circular to shareholders for the shareholders’ mandate includes the information as may be prescribed by the Exchange. The draft circular must be submitted to the Exchange together with a checklist showing compliance with such information; (d) in a meeting to obtain 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 to approve the transactions. An interested Director or interested Major Shareholder must ensure that Persons Connected with him abstain from voting on the resolution approving the transactions; and (e) REDtone immediately announces to the Exchange when the actual value of a Recurrent Related Party Transaction entered into by the REDtone 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 the Exchange in its announcement. Where REDtone has procured a shareholder mandate pursuant to the above, the provisions of Rule 10.08 of the Listing Requirements shall not apply with regard to transactions as set out in Section 2.1.1 above. Transactions entered into between REDtone (or any of its wholly-owned subsidiaries) and its wholly-owned subsidiaries are excluded from the requirements of Part E of Chapter 10 of the Listing Requirements.2.1.4 The Proposed Mandate, if approved by the REDtone shareholders at the forthcoming AGM, will take effect from the date of passing of the ordinary resolution at the forthcoming AGM and shall continue to be in force until:- 2

(a) the conclusion of the next AGM of REDtone following the AGM at which such ordinary resolution for the Proposed Mandate was passed, at which time it will lapse, unless by ordinary resolution passed at that general 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 340 (2) of the Act (but must not extend to such extension as may be allowed pursuant to Section 340 (4) of the Act); or(c) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting;whichever is the earlier.2.2 Information on the REDtone GroupThe principal activity of REDtone is investment holding while the principal activities of itsunlisted subsidiaries consist of:-Name of Equity Interest Principal activitiessubsidiaries Held (%)RTC 100 Research, development, manufacturing and marketing of computer-telephony integration, provision of communication services and investment holdingRTT 100 Provider of total solutions in business communication and telecommunication services and investment holdingRENS 100 Research and development, manufacturing and marketing of telecommunication and multimedia solutionsRDC 70 Provides system integration software, solutions and trading in computer hardwareREX 56 Building of teleconsultation/teleradiology exchange and distributing, designing and development of information system, mobile solutions and healthcare solutionRIOT 100 Provider of business solutions in informationRTM technology and to build interconnection of uniquely identifiable embedded computing device within existing internet infrastructure, and investment holding 60 Provision of telecommunication servicesSTE 80 Provision of information technology services 3

Name of Equity Interest Principal activitiessubsidiaries Held (%) AM 100 Provision of telecommunications services including fixed and mobile services and telecommunications related services Details of the Recurrent Related Party Transactions of the REDtone Group which are in accordance with Rule 10.09(2) of the Listing Requirements are set out in Section 2.3 below.2.3 Class and Nature of the Recurrent Related Party Transactions The class and nature of the Recurrent Related Party Transactions of the REDtone Group are tabulated as follows:- Proposed MandateREDtone Group Nature of transactions Interested Estimatedwith the following undertaken by REDtone Directors/Major value from [5 Shareholders and/or October 2017] Related Parties and/or its unlisted Persons Connected with subsidiaries to the date of them the next AGM (RM’000)BCorporation and its unlisted subsidiariesBCorporation Management fees payable by TSVT, BCorporation and 60 Persons Connected with REDtone Group for services them as mentioned in the notes of Sections 2.3 and rendered that include, inter- 6.1 alia, the provision of finance, secretarial and general administrative services.Berjaya Receipt of share registration TSVT, BCorporation and 70Registration services, printing and mailing Persons Connected withServices Sdn Bhd services by the REDtone them as mentioned in the Group. notes of Sections 2.3 and 6.1E.V.A Receipt of Human Resource TSVT, BCorporation and 5Management Sdn Management services by the Persons Connected with 500Bhd REDtone Group. them as mentioned in the 635 notes of Sections 2.3 andPCL Receipt of leasing and hire 6.1 purchase facilities by theTotal REDtone Group. TSVT, BCorporation and Persons Connected with them as mentioned in the notes of Sections 2.3 and 6.1 4

REDtone Group Nature of transactions Interested Estimatedwith the following undertaken by REDtone Directors/Major value from 5 and/or its unlisted subsidiaries Shareholders and/or October 2017 Related Parties Persons Connected to the date of with them the next AGM (RM’000)BMedia and/or its unlisted subsidiarySun Media Procurement of advertising and TSVT, BCorporation, 100 JSSB and Persons 100Corporation Sdn publishing services by the Connected with them (where applicable) asBhd REDtone Group. mentioned in the notes of Sections 2.3 and 6.1TotalBAssets and/or its unlisted subsidiaryBTSSB Rental payable by RTC at TSVT, BCorporation 100 and Persons 100 RM6,500 per month for renting Connected with them (where applicable) as of rooftop space at Lot No TB- mentioned in the notes of Sections 2.3 and 6.1 Roof-02B at Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 2 years and renewable thereafter.*TotalSEM and/or its unlisted subsidiary7-Eleven Commission and other charges TSVT and Persons 1,000 Connected with him payable by the REDtone Group as mentioned in the notes of Sections 2.3 for sale of prepaid reloads for and 6.1 prepaid mobile service and prepaid SIM packs at 7-Eleven stores. Transaction values for sale of 10,000 prepaid reloads and prepaid SIM 11,000 packs at 7-Eleven stores receivable by the REDtone Group.TotalOther Related PartiesU Mobile Contract revenue receivable by TSVT and Persons 10,000 Connected with him as the REDtone Group for the mentioned in the notes of Sections 2.3 and 6.1 construction of mobile base DYMM SOJ and stations and related operations YAM TTA as mentioned in the notes and maintenance. of Sections 2.3 and 6.1 5

REDtone Group Nature of transactions Interested Estimatedwith the following undertaken by REDtone Directors/Major value from 5 and/or its unlisted subsidiaries Shareholders and/or October 2017 Related Parties Persons Connected to the date of with them the next AGM (RM’000)Best Media Rental receivable by RTC at DYMM SOJ and 50 RM3,520 per month for renting YAM TTA asTotal of Suite 26, 3rd floor, IOI mentioned in the notes 10,050Grand Total Business Park , 47100 Puchong , of Sections 2.3 and 6.1 21,885 Selangor Darul Ehsan . Tenure of the rental agreement is for a period of 2 years and renewable thereafter.*Notes:* New Recurrent Related Party Transactions which were not covered in the previous general mandate(1) The estimated values from [5 October 2017] to the date of the next AGM in 2018 are based on management’s estimates of the respective Recurrent Related Party Transactions. The actual values of these transactions may differ from the said estimated values.(2) BCorporation is a major shareholder of BMedia and BAssets. Its direct and indirect interests in these companies as at [30 June 2017] are set out as follows:- % of Interest BMedia Direct Indirect BAssets - 19.14(a) - 20.59(b) Notes: (a) Deemed interested by virtue of its 100% interests in BGroup and BHills. (b) Deemed interested by virtue of its 100% interest in BGroup.(3) TSVT is a major shareholder of BCorporation by virtue of his direct and deemed interests in BCorporation. By virtue of his interests in BCorporation, TSVT is also deemed to be interested in the shares of the subsidiaries of BCorporation to the extent these companies have an interest. TSVT’s direct and indirect interests in BCorporation, BMedia and BAssets as at [30 June 2017] are set out below:- % of Interest BCorporation Direct Indirect BMedia 22.78 22.69 (a) BAssets 38.92 30.18 (b) 39.37 28.01 (c) 6

Notes: (a) Deemed interested by virtue of his interests in HRESB, NKSB, Superior Structure, BAssets (the holding company of BTSSB and Sublime Cartel), BMedia (the holding company of Gemtech), B&B (the holding company of LBSB and Nautilus) and HQZ (the ultimate holding company of Desiran Unggul, Premier Merchandise and Berjaya Infrastructure Sdn Bhd) and his deemed interests in Berjaya Sompo Insurance Berhad and Lim Kim Hai Sales & Services Sdn Bhd. (b) Deemed interested by virtue of his interests in BCorporation, HRESB, Superior Structure, BAssets (the holding company of BTSSB and Sublime Cartel), B&B (the holding company of LBSB and Nautilus) and HQZ (the ultimate holding company of Desiran Unggul and Premier Merchandise). (c) Deemed interested by virtue of his interests in BCorporation, HRESB, B&B, Berjaya VTCY Sdn Bhd and his deemed interest in Lim Kim Hai Sales & Services Sdn Bhd. (4) 7-Eleven is a wholly-owned subsidiary of SEM. TSVT is a major shareholder of SEM by virtue of his deemed interest in Berjaya Retail Berhad through his 99.99% interest in HQZ Credit Sdn Bhd. (5) U Mobile is 21.46% and 2.01% owned by U Telemedia and Berjaya Infrastructure Sdn Bhd respectively. TSVT, the Chairman of U Mobile, is also a major shareholder of U Mobile by virtue of his 6.20% direct interest and 23.47% deemed interest in U Mobile through his interests in U Telemedia and HQZ, the ultimate holding company of Berjaya Infrastructure Sdn Bhd. DYMM SOJ is the father of YAM TTA and he is also a major shareholder of U Mobile by virtue of his direct interest of 15% in U Mobile and a major shareholder of REDtone by virtue of his direct interest of 17.69% in REDtone. (6) DYMM SOJ and YAM TTA are major shareholders of Best Media by virtue of their direct interest of 50% respectively in Best Media. DYMM SOJ is also a major shareholder of REDtone by virtue of his direct interest of 17.69% in REDtone while YAM TTA is a common director of Best Media and REDtone.2.4 Methods or Procedures on which Transactions Prices are Determined/Review Procedures for Recurrent Related Party Transactions The REDtone Group has established various methods and procedures to ensure that Recurrent Related Party Transactions are entered into on an arm’s length basis, at transaction prices and on normal commercial terms which are consistent with the Group’s normal business practices and policies and are on terms not more favourable to the Related Parties than those extended to third parties and are not detrimental to the minority shareholders. They include inter-alia, the following:- (i) The transactions prices are based on prevailing market rates/prices that are agreed upon under similar commercial terms for transactions with third parties, business practices and policies and on terms which are generally in line with industry norms; (ii) The Related Parties and interested Directors will be notified of the method and/or procedures of the REDtone Group; (iii) Records of Recurrent Related Party Transactions will be retained and compiled by the Chief Financial Officer for submission to the Audit Committee for review; 7

(iv) The Audit Committee is to provide a statement that it has reviewed the terms of the Recurrent Related Party Transactions to ensure that such transactions are undertaken based 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 REDtone Group; (v) Directors who have any interest in any Recurrent Related Party Transaction shall abstain from Board deliberations and voting and will ensure that they and any Person Connected with them will also abstain from voting on the resolution at the EGM or AGM to be convened for the purpose; and (vi) Disclosures will be made in the annual report on the breakdown of the aggregate value of the Recurrent Related Party Transactions during the financial year, amongst others, based on the following information:- (a) the type of the Recurrent Related Party Transactions made; and (b) the names of the Related Parties involved in each type of the Recurrent Related Party Transactions made and their relationships with the REDtone Group. At least 2 other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, 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. Where quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction price will be determined by the REDtone Group based on the Group’s usual business practices to ensure that the Recurrent Related Party Transactions are not detrimental to the REDtone Group. The guidelines for the relevant approving authority practised by the REDtone Group in relation to Recurrent Related Party Transactions are as follows:- (i) Transactions below RM1,000,000 each in value, will be reviewed and approved by the Group Chief Executive Officer or such other senior executive(s) (not being a person connected to the Related Party) designated by the Audit Committee from time to time for such purpose, and tabled for review by the Audit Committee on a quarterly basis. (ii) Transactions equal to or exceeding RM1,000,000 each in value will be reviewed and approved by the Audit Committee. (iii) The Group Chief Executive Officer or other senior executives(s) designated by the Audit Committee from time to time for such purpose, and the Audit Committee, may, as he/it deems fit, request for additional information pertaining to the transaction under review from independent sources or advisers, including the obtaining of valuations from independent professional valuers.2.5 Statement by the Audit Committee The Audit Committee of REDtone has seen and reviewed the procedures mentioned in Section 2.4 above and is of the opinion that the abovementioned procedures are sufficient to ensure that the Recurrent Related Party Transactions are carried out on terms not more favourable to the Related Parties than those generally available to the public and are not detrimental to the interests of the minority shareholders. The REDtone Group has in place adequate procedures and processes to monitor, track and identify Recurrent Related Party Transactions in a timely and orderly manner. The Audit Committee conducts the review of these procedures and processes on a quarterly basis. 8

2.6 Existing Mandate on Recurrent Related Party Transactions Set out below is the actual value transacted of each Recurrent Related Party Transactions, from the date on which the existing mandate was obtained on 12 October 2016 up to [30 June 2017] being the latest practicable date before the printing of this Circular, together with its estimated value as disclosed in the Circular to Shareholders dated 26 August 2016:-REDtone Group Nature of transactions Actual value Estimated value aswith the following undertaken by REDtone transacted from disclosed in the Circular toRelated Parties and/or its unlisted subsidiaries 12/10/2016 to [30 Shareholders dated 26/8/2016 June 2017] (RM’000) (RM’000)BCorporation and its unlisted subsidiariesBCorporation Management fees payable by - 60 REDtone Group for services rendered that include, inter-alia, the provision of finance, secretarial and general administrative services.Berjaya Receipt of share registration 20 70Registration services, printing and mailing 12Services Sdn Bhd services by the REDtone Group. - 1,000 21 1,132E.V.A Receipt of Human Resource - 200Management Sdn Management services by the - 200Bhd REDtone Group. 2 1,000PCL Receipt of leasing and hire 2 1,000 purchase facilities by the REDtone Group.TotalBMedia and/or its unlisted subsidiarySun Media Procurement of advertising andCorporation Sdn publishing services by theBhd REDtone Group.TotalBAuto and/or its unlisted subsidiaryBermaz Motor Purchase of Mazda vehicles,Trading Sdn Bhd component parts and other related products and receipt of after-sales services by the REDtone Group. *Total 9