THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other IS professional advisers immediately. THIS THIS CIRCULAR CIRCULAR IS IMPORTANT IMPORTANT AND AND REQUIRES REQUIRES YOUR YOUR IMMEDIATE IMMEDIATE ATTENTION. ATTENTION. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. The sections pertaining to the Proposed Amendments and Proposed Share Buy-Back (as defined herein) are prescribed as If If you you are arein inany any doubt doubt as as to to the the course course of of action action to tobe betaken, taken, you you should should consult consult your your stockbroker, stockbroker, bank bankmanager, manager, solicitor, solicitor, THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to to the course of action taken, should consult your stockbroker, bank manager, solicitor, exempt documents pursuant Practice Note 18 to of be the Mainyou Market Listing Requirements of Bursa Malaysia Securities accountant accountant or or other other professional professional advisers advisers immediately. immediately. Ifaccountant you are in or any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, other professional advisers immediately. Berhad ( Bursa Securities do of not require thetaken, perusal of Bursaconsult Securities to issuance. Bursa If you are in any doubt as to ) theand course action to be you should yourprior stockbroker, bank Accordingly, manager, solicitor, accountant or other professional advisers immediately. The Thesections sections pertaining pertaining to tothe theProposed Proposed Amendments Amendments and and Proposed Proposed Share ShareBuy-Back Buy-Back (as (asdefined defined herein) herein) are areprescribed prescribed as as Securities has not perused the sections pertaining to the Proposed Amendments and Proposed Share Buy-Back prior to the accountant or other professional advisers immediately. The sections pertaining to the Proposed Amendments and Proposed Share Buy-Back (as defined herein) are prescribed as exempt exempt documents documents pursuant pursuant to to Practice Practice Note Note 18 18of ofthe the Main Main Market Market Listing Listing Requirements Requirements of ofBursa Bursa Malaysia Malaysia Securities Securities issuance of this Circular. The sections pertaining to the Proposed Amendments and Proposed Share Buy-Back (as defined herein) are prescribed as exempt documents pursuant to Practice Note 18 of the Main Market Listing Requirements of Bursa Malaysia Securities The sections pertaining to the Proposed Amendments and Proposed Share Buy-Back (as defined herein) are prescribed as Berhad Berhaddocuments ( ( Bursa BursaSecurities Securities ) and anddo donot not require require the the perusal of ofBursa Bursa Securities Securities prior priorto toissuance. issuance. Accordingly, Accordingly, Bursa Bursa exempt pursuant) to Practice Note 18 of theperusal Main Market Listing Requirements Bursa Malaysia Securities Berhad ( Bursa Securities )sections and dopertaining not require the perusal of Bursa Securities prior toof issuance. Accordingly, Bursa Bursa Securities takes nothe responsibility for the contents of this Circular, makes no representation as to its prior accuracy or exempt documents pursuant to Practice Note 18 of Main Market Listing Requirements of Bursa Malaysia Securities Securities Securities has hasnot not perused perused the sections pertaining to to the the Proposed Proposed Amendments Amendments and and Proposed Proposed Share Share Buy-Back Buy-Back prior to to the the Berhad ( Bursa Securities ) and do not require the perusal of Bursa Securities prior to issuance. Accordingly, Bursa Securities has not perused the sections pertaining to the Proposed Amendments and Proposed Share Buy-Back prior to the the completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon Berhad ( Bursa Securities ) and do not require the perusal of Bursa Securities prior to issuance. Accordingly, Bursa issuance issuance of of this this Circular. Circular. Securities has notCircular. perused the sections pertaining to the Proposed Amendments and Proposed Share Buy-Back prior to the issuance of this whole or any part of the contents of this Circular. to the Proposed Amendments and Proposed Share Buy-Back prior to the Securities has not perused the sections pertaining issuance of this Circular. Bursa Bursa Securities Securities takes takesno noresponsibility responsibilityfor forthe thecontents contentsof ofthis thisCircular, Circular,makes makesno norepresentation representationas asto toits itsaccuracy accuracyor or issuance of this Circular. Bursa Securities takes no disclaims responsibility for the contents of this Circular, makes noarising representation as to its accuracy or completeness completeness and and expressly expressly disclaims any any liability liability whatsoever whatsoever for for any any loss loss howsoever howsoever arising from from or or in in reliance reliance upon upon the the Bursa Securities takes no responsibility forliability the contents of this Circular, makes no representation as in to reliance its accuracy completeness and expressly disclaims any whatsoever for any loss howsoever arising from or upon or the Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or whole whole or or any any part part of of the the contents contents of of this this Circular. Circular. completeness expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or anyand part of the contents of this Circular. completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. whole or any part of the contents of this Circular.

BRIGHT PACKAGING INDUSTRY BERHAD BRIGHT BRIGHTPACKAGING PACKAGINGINDUSTRY INDUSTRYBERHAD BERHAD BRIGHT PACKAGING INDUSTRY BERHAD (Company (Company No. No. 161776-W) 161776-W) BRIGHT PACKAGING INDUSTRY BERHAD CIRCULAR TO SHAREHOLDERS IN RELATION TO THE (Company No. 161776-W) BRIGHT PACKAGING INDUSTRY BERHAD (Incorporated (Incorporated in in Malaysia Malaysia under under the the Companies Companies Act, Act, 1965) 1965)
(Company No. 161776-W) (Company No. 161776-W) (Incorporated in Malaysia under the Companies Act, 1965)

(I) (I) (I) (I) (I) (I) (II) (II) (II) (III) (II) (II) (II) (III) (III) (III) (IV) (III) (III)
(IV) (IV) (IV) (IV) (IV)

(Incorporated in Malaysia under the Companies Act, 1965) (Company No. 161776-W) PROPOSED REDUCTION THE ISSUED PAID-UP SHARE CAPITAL OF BRIGHT (IncorporatedOF in Malaysia under theAND Companies Act, 1965) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR CIRCULAR TO TOSHAREHOLDERS SHAREHOLDERS IN INRELATION RELATION TO TOTHE THE PACKAGING INDUSTRY BERHAD (BRIGHT OR THE COMPANY) PURSUANT TO CIRCULAR TO SHAREHOLDERS IN RELATION TO THE INVOLVING THE SECTION CIRCULAR 64(1) OF TO THE COMPANIES IN ACT, 1965 TO (ACT) SHAREHOLDERS RELATION THE PROPOSED PROPOSED REDUCTION REDUCTION OF OFTHE THE ISSUED ISSUED AND AND PAID-UP PAID-UP SHARE SHARE CAPITAL CAPITALOF OF BRIGHT BRIGHT CIRCULAR SHAREHOLDERS IN TO THE CANCELLATION OF TO RM0.50 PAR VALUE OFRELATION ALL EXISTING ORDINARY SHARE OF PROPOSED REDUCTION OF THE ISSUED AND PAID-UP SHARE CAPITAL OF BRIGHT PACKAGING PACKAGING INDUSTRY INDUSTRY BERHAD BERHAD (BRIGHT (BRIGHT OR OR THE THE COMPANY) COMPANY) PURSUANT PURSUANT TO TO PROPOSED REDUCTION OF THE (PROPOSED ISSUED AND PAR PAID-UP SHARE CAPITAL OF BRIGHT RM1.00 EACH IN THE COMPANY VALUE REDUCTION); PACKAGING INDUSTRY BERHAD (BRIGHT OR1965 THESHARE COMPANY) PURSUANT TO PROPOSED REDUCTION OF THE ISSUED AND PAID-UP CAPITAL OF BRIGHT SECTION SECTION 64(1) 64(1) OF OF THE THE COMPANIES COMPANIES ACT, ACT, 1965 (ACT) (ACT) INVOLVING INVOLVING THE PACKAGING INDUSTRY BERHAD (BRIGHT OR THE COMPANY) PURSUANTTHE TO SECTION 64(1) OF THE COMPANIES ACT, 1965 (ACT) INVOLVING THE PACKAGING INDUSTRY BERHAD (BRIGHT OR THE COMPANY) PURSUANT TO CANCELLATION CANCELLATION OF OF RM0.50 RM0.50 PAR PAR VALUE OF OF ALL ALL EXISTING EXISTING ORDINARY ORDINARY SHARE OF OF PROPOSED REDUCTION UP VALUE TO RM2,157,000 FROM THE SHARE SHARE PREMIUM SECTION 64(1) THE OF COMPANIES ACT, 1965 (ACT) INVOLVING THE CANCELLATION OF RM0.50 PAR VALUE OF ALL EXISTING ORDINARY SHARE OF SECTION 64(1) OF THE COMPANIES ACT, 1965 (ACT) INVOLVING THE RM1.00 RM1.00 EACH EACH INTHE THE COMPANY COMPANY (PROPOSED (PROPOSED PAR PAR VALUE VALUE REDUCTION); REDUCTION); ACCOUNT OFIN THE COMPANY PURSUANT 60(2) AND 64(1) OF SHARE THE ACT; CANCELLATION OF RM0.50 PAR VALUE TO OF SECTIONS ALL EXISTING ORDINARY OF RM1.00 EACH IN OF THE COMPANY PAR EXISTING VALUE REDUCTION); CANCELLATION RM0.50 PAR (PROPOSED VALUE OF ALL ORDINARY SHARE OF RM1.00 EACH IN THE COMPANY (PROPOSED PAR VALUE REDUCTION); PROPOSED PROPOSED REDUCTION REDUCTION OF OF UP UP TO TO RM2,157,000 RM2,157,000 FROM FROM THE THE SHARE SHARE PREMIUM PREMIUM PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF RM1.00 EACH IN THE COMPANY (PROPOSED PAR VALUE REDUCTION); PROPOSED REDUCTION OF UP TO RM2,157,000 FROM THE SHARE PREMIUM ACCOUNT ACCOUNT OF OF THE THE COMPANY COMPANY PURSUANT PURSUANT TO TO SECTIONS SECTIONS 60(2) 60(2) AND AND 64(1) 64(1) OF OF THE THE ACT; ACT; ASSOCIATION OF THE COMPANY TO FACILITATE THE PROPOSED PAR VALUE PROPOSED REDUCTION OF UP TO RM2,157,000 FROM THE SHARE PREMIUM ACCOUNT OF THE COMPANY PURSUANT TO SECTIONS 60(2) ANDSHARE 64(1) OF PREMIUM THE ACT; PROPOSED REDUCTION OF UP TO RM2,157,000 FROM THE REDUCTION AMENDMENTS); AND ACCOUNT OF(PROPOSED THE COMPANY PURSUANT SECTIONS 60(2) AND 64(1) OF THE ACT; PROPOSED PROPOSED AMENDMENTS TO TO THE THETO MEMORANDUM MEMORANDUM AND AND ARTICLES ARTICLES OF OF ACCOUNT OF AMENDMENTS THE COMPANY PURSUANT TO SECTIONS 60(2) AND 64(1) OF THE ACT; PROPOSED AUTHORITY AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION ASSOCIATION OF OF THE THE COMPANY COMPANY TO TO FACILITATE FACILITATE THE THE PROPOSED PROPOSED PAR PARSHARES VALUE VALUE PROPOSED FORTO THETHE COMPANY TO BUY BACK OWN PROPOSED AMENDMENTS MEMORANDUM AND ITS ARTICLES OF ASSOCIATION OF THE COMPANY TO FACILITATE THE PROPOSED PAR VALUE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF REDUCTION REDUCTION(PROPOSED (PROPOSED AMENDMENTS); AMENDMENTS); AND AND (PROPOSED SHARE BUY-BACK) ASSOCIATION OF THE COMPANY TO FACILITATE THE PROPOSED PAR VALUE REDUCTION (PROPOSED AMENDMENTS); AND ASSOCIATION OF THE COMPANY TO FACILITATE THE PROPOSED PAR VALUE REDUCTION (PROPOSED AMENDMENTS); AND PROPOSED PROPOSED AUTHORITY AUTHORITY AMENDMENTS); FOR FOR THE THE COMPANY COMPANY TO BUY BUY BACK BACK ITS ITS OWN OWN SHARES SHARES AND REDUCTION (PROPOSED AND TO PROPOSED SHARE AUTHORITY FOR THE COMPANY TO BUY BACK ITS OWN SHARES (PROPOSED (PROPOSED SHARE BUY-BACK) BUY-BACK) PROPOSED AUTHORITY FOR THE COMPANY TO BUY BACK ITS OWN SHARES NOTICE EXTRAORDINARY GENERAL MEETING (PROPOSED SHAREOF BUY-BACK) PROPOSED AUTHORITY FOR THE COMPANY TO BUY BACK ITS OWN SHARES (PROPOSED SHARE BUY-BACK) AND (PROPOSED SHARE BUY-BACK) Adviser AND for (I) & (II) AND AND NOTICE NOTICEOF OFEXTRAORDINARY EXTRAORDINARY GENERAL GENERALMEETING MEETING AND NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE OF EXTRAORDINARY GENERAL MEETING Adviser Adviserfor for(I) (I)& & (II) (II) NOTICE OF EXTRAORDINARY GENERAL MEETING Adviser for (I) & (II) Adviser for (I) & (II) TA SECURITIES HOLDINGS BERHAD (14948-M) Adviser for (I) & (II)
(A Participating Organisation of Bursa Malaysia Securities Berhad)

TA TA SECURITIES SECURITIES HOLDINGS HOLDINGS BERHAD BERHAD (14948-M) The Notice of Extraordinary General Meeting ( EGM ) of the Company to be(14948-M) held at Tioman Room, Bukit Jalil Golf & TA SECURITIES HOLDINGS BERHAD (14948-M) (A (A Participating Participating Organisation Organisation of of Bursa Bursa Malaysia Malaysia Securities Securities Berhad) Berhad) Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, 57000 Kuala Lumpur, on Wednesday, 5 June 2013 at 9.00 a.m. and the TA SECURITIES HOLDINGS BERHAD (14948-M) (A Participating Organisation of Bursa Malaysia Securities Berhad) TA SECURITIES HOLDINGS BERHAD (14948-M) Form of Proxy are enclosed inParticipating this Circular. (A Organisation of Bursa Malaysia Securities Berhad) (AGeneral Participating Organisation of Bursa Securities Berhad) The TheNotice Noticeof ofExtraordinary Extraordinary GeneralMeeting Meeting ( ( EGM EGM ) )of ofthe theMalaysia Company Company to tobe beheld held at atTioman TiomanRoom, Room,Bukit BukitJalil JalilGolf Golf& & As a Notice shareholder you Jalil can appoint a3, proxy orJalil, proxies to ) attend and vote on your must complete and deposit the The of Extraordinary General Meeting (EGM of the Company to bebehalf. held atYou Tioman Room, Bukit Jalil Golf & Country Country Resort, Resort, Jalan Jalan Jalil Perkasa Perkasa 3, Bukit Bukit Jalil, 57000 57000 Kuala Kuala Lumpur, Lumpur, on on Wednesday, Wednesday, 5 5June June 2013 2013 at at 9.00 9.00 a.m. a.m. and and the the The Notice of Extraordinary General Meeting ( EGM ) of the Company to be held at Tioman Room, Bukit Jalil Golf & Form of Proxy atJalan the Registered Office of the Company at B-11-10 Level Megan Avenue II, Jalan Yap Kwan Seng, Country Resort, Jalilin Perkasa 3, Bukit Jalil, 57000 Kuala Lumpur, on11, Wednesday, 5 June 2013 at 9.00Jalil a.m. and the The Notice of Extraordinary General Meeting ( EGM ) of the Company to be held at Tioman Room, Bukit Golf & Form Form of of Proxy Proxy are are enclosed enclosed in this this Circular. Circular. Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, 57000 Kuala Lumpur, Wednesday, June 2013 or at 9.00 a.m. and the 50450 Kuala Lumpur not later thanCircular. forty-eight (48) hours before the timeon set for holding 5 the meeting adjournment(s) Form of Proxy are enclosed in this Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, 57000 Kuala Lumpur, on Wednesday, 5 June 2013 at any 9.00 a.m. and the Form of Proxy are enclosed in this Circular. As Asaashareholder shareholder you youof can can appoint appoint a aproxy proxy or or proxies proxies to toattend attend and and vote vote on onyour yourbehalf. behalf. You You must must complete complete and anddeposit deposit the the thereof. The lodging the Form of Proxy will not preclude you from attending and voting in person at the meeting should Form of Proxy are enclosed in this Circular. As a shareholder you can appoint a proxy or proxies to attend and vote on your behalf. You must complete and deposit the Form Form of ofProxy Proxyat at the the Registered Registered Office of of the theCompany Company at atB-11-10 B-11-10 Level Level 11, 11, Megan Megan Avenue Avenue II, II, Jalan JalanYap Yap Kwan Kwan Seng, Seng, you subsequently wish to do so. Office As a shareholder you can appoint a proxy or proxies to attend and vote on your behalf. You must complete and deposit the Form of Proxy at the Registered Office of proxies the Company at B-11-10 Level 11, Megan Avenue II, Jalan Yap Kwan Seng, As a shareholder you can appoint a proxy or to attend and vote on your behalf. You must complete and deposit the 50450 50450 Kuala Kuala Lumpur Lumpur not not later later than than forty-eight forty-eight (48) (48) hours hours before before the the time time set set for for holding holding the the meeting meeting or or any any adjournment(s) adjournment(s) Form of Kuala Proxy at the Registered Office ofProxy the Company B-11-10 Level 11, Megan Avenue II, Jalan Yapadjournment(s) Kwan Seng, Last date and time for lodging the Form of :you Monday, 3 June 2013 at 9.00 a.m. 50450 Lumpur not later than forty-eight (48) hoursat before the time set for holding the meeting or any Form of Proxy at the Registered Office of will the Company at B-11-10 Level 11, Megan Avenue II, Jalan Yap Kwan should Seng, thereof. thereof. The The lodging lodging of of the the Form Form of of Proxy Proxy will not nothours preclude preclude you from from attending attending and and voting voting in in person person at at the the meeting meeting should 50450 Kuala Lumpur not later than forty-eight (48) before the time set for holding the meeting or any adjournment(s) Date and time of EGM : Wednesday, 5 June 2013 at 9.00 a.m. thereof. TheLumpur lodging of the Form of Proxy will not preclude you from attending and voting in person at theadjournment(s) meeting should 50450 Kuala not later than forty-eight (48) hours before the time set for and holding thein meeting or any you you subsequently subsequently wish wish to to do do so. so. thereof. The lodging of the Form of Proxy will not preclude you from attending voting person at the meeting should you subsequently wish to do so. of Proxy will not preclude you from attending and voting in person at the meeting should thereof. The lodging ofto the you subsequently wish doForm so. Last Last date date and and time time for for lodging lodging the the Form Form of of Proxy Proxy : Monday, Monday, 33 June June 2013 2013 at at 9.00 9.00 a.m. a.m. This Circular is: dated 14 May 2013 you subsequently wish to do so. Lastand date andof time for lodging the Form of Proxy Monday, 3 June 2013 at at 9.00 a.m. Date Date and time time of EGM EGM : :: Wednesday, Wednesday, 55 June June 2013 2013 at 9.00 9.00 a.m. a.m. Last date and time for lodging the Form of Proxy : Monday, 3 June 2013 at 9.00 a.m. Date and time of EGM : Wednesday, 5 June 2013 at 9.00 a.m. Last date and time for lodging the Form of Proxy : Monday, 3 June 2013 at 9.00 a.m. Date and time of EGM : Wednesday, 5 June 2013 at 9.00 a.m. Date and time of EGM :dated Wednesday, 5 June 2013 at 9.00 a.m. This ThisCircular Circularis is dated14 14May May2013 2013 This Circular is dated 14 May 2013 This Circular is dated 14 May 2013 This Circular is dated 14 May 2013

DEFINITIONS Except where the context otherwise requires, the following definitions apply throughout this Circular and the accompanying appendix: Act AGM Board Bright or Company Bright Group or Group Bright Shares or Shares : Companies Act, 1965 and includes any amendment made thereto from time to time : Annual general meeting : Our Board of Directors : Bright Packaging Industry Berhad (161776-W) : Collectively, our Company and subsidiaries : Ordinary shares of RM1.00 each in our Company before the Proposed Par Value Reduction or ordinary shares of RM0.50 each in our Company after the Proposed Par Value Reduction, as the case may be : Bursa Malaysia Securities Berhad (635998-W) : This circular to our shareholders dated 14 May 2013 : Malaysian Code on Take-overs and Mergers, 2010 and includes any amendment made thereto from time to time : High Court of Malaya : Our Directors : Extraordinary general meeting : Earnings per Share : Financial year ended/ending : Loss after tax : Main Market Listing Requirements of Bursa Securities : 26 April 2013, being the latest practicable date prior to the printing of this Circular : Memorandum and Articles of Association : Mandatory general offer : Markmas Pak-Print Sdn. Bhd. (161577-H) : Net assets : Collectively, YBhg Datuk Seri Syed Ali Bin Abbas Alhabshee, Ang Lay Chieng, Tee Wee Keat and Lye Jun Fei : Profit after tax : Section 67A of the Act, Listing Requirements and any other laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities governing the Proposed Share Buy-Back
i i

Bursa Securities Circular Code Court Directors EGM EPS FYE LAT Listing Requirements LPD M&A MGO MPSB NA Parties Acting in Concert PAT Prevailing Laws

DEFINITIONS (CONTD) Proposals : Collectively, the Proposed Par Value Reduction, Proposed Share Premium Reduction, Proposed Amendments and Proposed Share Buy-Back : Proposed amendments to the M&A of our Company to facilitate the Proposed Par Value Reduction : Proposed reduction of our issued and paid-up share capital pursuant to Section 64(1) of the Act involving the cancellation of RM0.50 par value of all existing Bright Shares : Proposed authority for our Company to buy back our own Shares up to ten percent (10%) of our issued and paid-up share capital pursuant to Section 67A of the Act : Proposed reduction of up to RM2,157,000 from the share premium account of our Company pursuant to Sections 60(2) and 64(1) of the Act : Photon Technologies (Malaysia) Sdn. Bhd. (260435-X) : A record of depositors provided by Bursa Malaysia Depository Sdn. Bhd. : Ringgit Malaysia and sen respectively : Participating organisations of Bursa Securities : TA Securities Holdings Berhad (14948-M) : Weighted average market price

Proposed Amendments Proposed Par Value Reduction

Proposed Share Buy-Back

Proposed Share Premium Reduction PTSB Record of Depositors RM and sen Stockbrokers TA Securities or Adviser WAMP

All references to our Company in this Circular are to Bright, references to our Group are to our Company and our subsidiaries. All references to we, us, our and ourselves are to our Company, or where the context requires, our Group. All references to you in this Circular are references of the shareholder of our Company. Words incorporating the singular shall, where applicable, include the plural and vice versa and words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include a corporation, unless otherwise specified. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise specified.

THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

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TABLE OF CONTENTS PAGE

LETTER TO OUR SHAREHOLDERS CONTAINING: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12.

INTRODUCTION........................................................................................................................................ 1 DETAILS OF THE PROPOSALS.............................................................................................................. 2 RATIONALE FOR THE PROPOSALS ...................................................................................................... 7 EFFECTS OF THE PROPOSALS.............................................................................................................. 8 APPROVALS REQUIRED ....................................................................................................................... 12 HISTORICAL SHARE PRICES................................................................................................................ 12 OUTSTANDING CORPORATE EXERCISES......................................................................................... 12 INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH THEM......................................................................................................................................................... 12 DIRECTORS RECOMMENDATION ..................................................................................................... 13 EXPECTED TIME FRAME FOR COMPLETION................................................................................... 13 EGM........................................................................................................................................................... 13 FURTHER INFORMATION..................................................................................................................... 13

APPENDIX FURTHER INFORMATION ................................................................................................................................ 14 NOTICE OF EGM ........................................................................................................................... ENCLOSED FORM OF PROXY .......................................................................................................................... ENCLOSED

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BRIGHT PACKAGING INDUSTRY BERHAD

(Company No. 161776-W) (Incorporated in Malaysia under the Act)

Registered office: B-11-10 Level 11 Megan Avenue II Jalan Yap Kwan Seng 50450 Kuala Lumpur 14 May 2013 Board of Directors Nik Mustapha Bin Muhamad (Executive Chairman) Ang Lay Chieng (Executive Director) YBhg Datuk Seri Syed Ali Bin Abbas Alhabshee (Non-Independent Non-Executive Director) Low Wan Choon (Independent Non-Executive Director) Lye Jun Fei (Independent Non-Executive Director) Tee Wee Keat (Independent Non-Executive Director) To: Our shareholders Dear Sir/Madam, BRIGHT PACKAGING INDUSTRY BERHAD (I) (II) (III) (IV) PROPOSED PAR VALUE REDUCTION; PROPOSED SHARE PREMIUM REDUCTION; PROPOSED AMENDMENTS; AND PROPOSED SHARE BUY-BACK

(COLLECTIVELY REFERRED TO AS THE PROPOSALS) 1. INTRODUCTION On 19 April 2013, our Board announced that our Company proposes to undertake the Proposed Share Buy-Back and to seek our shareholders approval for the Proposed Share Buy-Back at the forthcoming EGM to be convened. On 19 April 2013, TA Securities on behalf of our Board announced that our Company proposes to undertake the following: (i) (ii) (iii) proposed reduction of our issued and paid-up share capital pursuant to Section 64(1) of the Act involving the cancellation of RM0.50 par value of all existing Bright Shares; proposed reduction of up to RM2,157,000 from the share premium account of our Company pursuant to Sections 60(2) and 64(1) of the Act; and proposed amendments to the M&A of our Company to facilitate the Proposed Par Value Reduction.

1 1

Further details on the Proposals are set out in the ensuing sections. THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE RELEVANT INFORMATION ON THE PROPOSALS, TO SET OUT OUR BOARDS RECOMMENDATION ON THE PROPOSALS AND TO SEEK YOUR APPROVAL FOR THE RESOLUTIONS PERTAINING TO THE PROPOSALS TO BE TABLED AT OUR FORTHCOMING EGM. THE NOTICE OF EGM TOGETHER WITH THE FORM OF PROXY ARE ENCLOSED IN THIS CIRCULAR. YOU ARE ADVISED TO READ AND CONSIDER THE CONTENTS AND APPENDIX OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTIONS PERTAINING TO THE PROPOSALS AT OUR FORTHCOMING EGM. 2. DETAILS OF THE PROPOSALS 2.1 Proposed Par Value Reduction Our Board proposes to reduce the unaudited accumulated losses of our Company as at 28 February 2013 of approximately RM23.50 million via the implementation of the Proposed Par Value Reduction and Proposed Share Premium Reduction. The unaudited accumulated losses of our Company as at 28 February 2013 were mainly attributable to the following: FYE 31 August 2011 2006 LAT (RM000) 70 706 Losses attributable mainly to The impairment losses on the investment in MPSB(1). (i) Lower revenue from our aluminium foil lamination division was as a result of the reduced banking facilities which had affected our working capital for our operation; and Lower gross profit margin from our aluminium foil lamination division was mainly due to the higher cost of materials.

(ii)

2004 2003
Notes: (1)

1,943 47,203

The provision for impairment in respect of the investment in MPSB(2) and amount due from PTSB(3). The provision for impairment in respect of the investment in MPSB(2) and PTSB(2) and amount due from PTSB(3).

Our 99.9% owned subsidiary, MPSB, was principally involved in the printing and manufacturing of packaging boxes and materials such as flyers, leaflets, brochures and other paper printing and packaging products. MPSB ceased operation in 2010 due to its poor performance. The provisions for impairments of investment were mainly due to the decrease in the carrying amounts of the assets of the respective subsidiaries. Our 91.0% owned subsidiary, PTSB, was principally involved in the manufacturing of optical fibre and cables. PTSB ceased operation in 2006 due to the sluggish demand for optical fibres and the depleting margin arising from stiff competition in the international market. The provisions for amount due from PTSB were mainly due to the impaired financial conditions and business prospects of PTSB. PTSB registered LAT of approximately RM14.77 million and RM4.77 million for the FYEs 31 August 2003 and 31 August 2004, respectively. The accumulated losses of PTSB as at 31 August 2003 and 31 August 2004 were approximately RM25.64 million and RM30.42 million, respectively.

(2) (3)

2 2

Our Company recorded huge LAT of approximately RM47.20 million since the FYE 31 August 2003 as disclosed above. Despite the subsequent PAT recorded from the FYE 31 August 2005 to the FYE 31 August 2012 (except for the FYEs 31 August 2006 and 31 August 2011 that recorded LAT as disclosed above), the total PAT over the period was lower than our accumulated losses. Hence the accumulated losses are still subsisting as at 28 February 2013. Our Company recorded a PAT of approximately RM3.32 million based on our latest unaudited financial statements for the six (6)-month period ended 28 February 2013, and our accumulated losses were reduced from approximately RM26.79 million as at 31 August 2012 to RM23.50 million as at 28 February 2013. As at the LPD, our Company has an issued and paid-up share capital of RM43,285,000 comprising 43,285,000 Bright Shares. Our Board proposes to reduce our existing issued and paid-up share capital from RM43,285,000 comprising 43,285,000 Bright Shares to RM21,642,500 comprising 43,285,000 Bright Shares via the cancellation of RM0.50 from the existing par value of Bright Shares pursuant to Section 64(1) of the Act. As such, the Proposed Par Value Reduction will give rise to a credit of RM21,642,500 which will be utilised to partially offset against the accumulated losses of our Company. Upon the effective date of the Proposed Par Value Reduction, the par value of all Bright Shares will be reduced from RM1.00 to RM0.50 each. 2.2 Proposed Share Premium Reduction On 4 February 2013, our Board announced via a press release that an independent auditor will be appointed to carry out a special audit on our Group for the five (5)-month period ended 31 January 2013 as requested by our minority shareholders (Special Audit) and the Special Audit was subsequently released on 20 February 2013. Based on the Special Audit and the unaudited statement of financial position of our Company as at 28 February 2013, the share premium account of our Company stood at RM7,400,325. Pursuant to Section 60(2) of the Act, the share premium shall be treated as paid-up share capital of our Company. Accordingly, our Company may, pursuant to Section 64(1) of the Act, reduce the share premium. Our Board proposes to reduce up to RM2,157,000 from the share premium account and the credit arising therefrom will be used to offset against the accumulated losses of our Company. The final amount of the share premium to be reduced would be finalised by our Board after obtaining the approval from our shareholders. For illustration purpose, the effects of the Proposed Par Value Reduction and Proposed Share Premium Reduction on the accumulated losses of our Company and Group based on the latest audited statement of financial position as at 31 January 2013 and the unaudited statement of financial position as at 28 February 2013 are as follows: As at 31 January 2013 As at 28 February 2013

Company Group Company Group (RM000) (RM000) (RM000) (RM000) Accumulated losses Less: Credit arising from the Proposed Par Value Reduction Accumulated losses after the Proposed Par Value Reduction Less: Credit arising from the Proposed Share Premium Reduction Resultant capital reserves/(accumulated losses) (24,216) 21,643 (2,573) 2,157 (416) (23,800) 21,643 (2,157) 2,157 (23,498) 21,643 (1,855) 2,157 302 (23,072) 21,643 (1,429) 2,157 728

3 3

2.3

Proposed Amendments The Proposed Amendments entail the amendments to the M&A of our Company to reflect the change in the par value of each Bright Share as a result of the Proposed Par Value Reduction. Details of the Proposed Amendments are as follows: Existing Memorandum of Association Clause 5 The authorised share capital of the Company is RM100,000,000 divided into 100,000,000 shares of RM1.00 each. Articles of Association Article 3 Article 3 The authorised capital of the Company as the date of the adoption of these Articles is Ringgit Malaysia One Hundred Million (RM100,000,000.00) divided into 100,000,000 ordinary shares of Ringgit Malaysia One (RM1.00) each. Proposed amendment Clause 5 The authorised share capital of the Company is RM100,000,000 divided into 200,000,000 shares of RM0.50 each. Article 3 The authorised capital of the Company is Ringgit Malaysia One Hundred Million (RM100,000,000.00) divided into 200,000,000 ordinary shares of Fifty Sen (RM0.50) each.

2.4

Proposed Share Buy-Back The Proposed Share Buy-Back entails the authority for our Company to purchase up to ten percent (10%) of our issued and paid-up share capital from the open market on Bursa Securities through Stockbrokers to be appointed at a later date. The details of the Proposed Share Buy-Back are as follows: 2.4.1 Effective period The Proposed Share Buy-Back, once approved by our shareholders, shall remain in force until: (i) the conclusion of the next AGM of our Company at which time such authority shall lapse unless by ordinary resolution passed at that AGM, the authority is renewed, either unconditionally or subject to conditions; the expiration of the period within which the next AGM of our Company is required by law to be held; or revoked or varied by ordinary resolution passed by our shareholders in a general meeting,

(ii) (iii)

whichever occurs first. The Proposed Share Buy-Back will allow our Board to exercise the power to purchase our own Shares at any time within the abovementioned period. 2.4.2 Quantum As at the LPD, our total issued and paid-up share capital is RM43,285,000 divided into 43,285,000 Bright Shares. After the Proposed Par Value Reduction, our total issued and paid-up share capital will be RM21,642,500 divided into 43,285,000 Bright Shares. The Proposed Share Buy-Back will enable us to purchase up to 4,328,500 Shares representing ten percent (10%) of our issued and paid-up share capital. The Shares will be purchased from the open market on Bursa Securities through Stockbrokers to be appointed at a later date.

4 4

The actual number of Shares to be purchased and the timing of the purchase will depend on, inter alia, market conditions, the availability of the retained earnings and/or share premium reserves of our Company and financial resources. Pursuant to Paragraph 8.02 (1) of the Listing Requirements, our Company must have at least 25% of our total listed Shares (excluding treasury shares) in the hands of public shareholders. As at the LPD, the Record of Depositors of our Company showed that 17,654,073 Shares representing 40.79% of our issued and paid-up share capital being held by the public shareholders. Our Board is mindful of the compliance with the above requirement and will take into consideration when making any purchase of our Shares pursuant to the Proposed Share Buy-Back. 2.4.3 Source of funds The funding for the Proposed Share Buy-Back will be from internally generated funds and/or borrowings, the proportion of which will depend on the quantum of purchase consideration as well as the availability of the internally generated fund and bank borrowings at the time of purchase. In the event that our Company decides to utilise bank borrowings to fund the Proposed Share Buy-Back, our Board will ensure that our Company has sufficient financial capability to repay the bank borrowings and that the bank borrowings will not have a material impact on our cash flow. Pursuant to Paragraph 12.10 (1) of the Listing Requirements, any purchase of our Shares pursuant to the Proposed Share Buy-Back must be made wholly from the retained earnings and/or share premium reserves of our Company. Our Board will ensure that the maximum funds to be utilised for the purchase of our Shares shall not exceed the total retained earnings and/or share premium of our Company, if any, at the time of purchase. Based on our latest audited statement of financial position as at 31 January 2013 and unaudited statement of financial position as at 28 February 2013, our Company does not have any retained earnings and our share premium stood at RM7,400,325. After the Proposed Share Premium Reduction, our share premium will reduce to RM5,243,325 after taking into consideration RM2,157,000 to offset against our accumulated losses. 2.4.4 Purchase price Our Company may only purchase our own Shares on Bursa Securities at a price which is not more than 15% above the WAMP of our Shares for the five (5) market days immediately before the purchase. 2.4.5 Status and treatment of our Shares so purchased Pursuant to Section 67A of the Act, our Board may deal with the purchased Shares in the following manner: (i) (ii) (iii) (iv) cancel all or part of our Shares so purchased; retain all or part of our Shares so purchased as treasury shares; distribute the treasury shares as share dividends to our shareholders for the time being and/or resell the treasury shares on Bursa Securities; and/or any combination of the above.

5 5

In the event that the purchased Shares are held as treasury shares, the rights attached to them as to voting, dividends and participation in any other distribution and otherwise suspended and the treasury shares shall not be taken into account in calculating the number or percentage of Shares or of a class of shares in our Company for any purpose including the determination of substantial shareholdings, take-overs, notices, the requisitioning of meetings, the quorum for meetings and the result of a vote on resolution(s) at meetings. As at the LPD, our Board has yet to make a decision with regard to the treatment of any Share may be purchased pursuant to the Proposed Share Buy-Back. Our Board will take into consideration the effects of such treatment to our Group in arriving at our decision. In addition, an immediate announcement will be made to Bursa Securities upon each purchase, cancellation and/or resale of Shares pursuant to the Proposed Share Buy-Back. 2.4.6 Pricing for resale When our Company decides to resell all or part of the treasury shares on Bursa Securities, our Company may only do so at a price which is: (i) (ii) not less than the WAMP of our Shares for the five (5) market days immediately before the resale; or not more than five percent (5%) discount to the WAMP of our Shares for the five (5) market days immediately before the resale provided that: (a) (b) 2.4.7 the resale takes place not earlier than thirty (30) days from the date of purchase; and the resale price is not less than the cost of purchase of the Shares being resold.

Potential advantages and disadvantages The Proposed Share Buy-Back, if implemented, is expected to have the following potential advantages to our Company and shareholders: Our Company (i) As at 31 January 2013, cash and cash balances of our Company stood at approximately RM15.09 million. The Proposed Share BuyBack will allow our Company to utilise such surplus financial resources more efficiently; and (ii) To provide our Board with an option to resell any Share so purchased and retained as treasury share at a price higher than its purchase price in order to realise capital gains for our Company through the resale. Such proceeds may be subsequently used for working capital and/or distributed as dividends to our shareholders. Our shareholders (i) To provide our Board with the flexibility to stabilise the supply and demand of our Shares traded on Bursa Securities and therefore, reduce the volatility of our Share price and the risk of investing in our Shares to our shareholders; (ii) To reward our shareholders should any Share so purchased is retained as treasury share and distributed as share dividend to our shareholders; and (iii) If any Share so purchased is cancelled and all things being equal, our EPS will be enhanced(1) and our shareholders are expected to share a greater portion of our Groups earnings.

6 6

Note: (1) The effects of the Proposed Share Buy-Back on the EPS of the Group are set out in Section 4.5 of this Circular.

The Proposed Share Buy-Back, if implemented, may have the following potential disadvantages to our Company and shareholders: Our Company As any purchase of our Shares will reduce our financial resources, it may result in our Company foregoing better investment opportunities that may emerge in the future, or deprive our interest income that can be derived from the funds utilised for any purchase of our Shares. However, such decrease in our financial resources may be temporary since our Shares purchased may be subsequently resold. Our shareholders As any purchase of our Shares can only be made out of the retained earnings and/or share premium reserves of our Company, the amount available from these accounts for distribution of dividends to our shareholders may decrease accordingly.

Notwithstanding the above, our Board is of the view that the Proposed Share BuyBack is not expected to have any potential material disadvantage to our Company as well as shareholders. The Proposed Share Buy-Back will be implemented only after cautious consideration of the financial resources of our Company and the potential impacts on our Company and shareholders. 2.4.8 Implication of the Code As set out in Section 4.2 of this Circular, the Parties Acting in Concert collectively hold approximately 31.2% of the voting Shares of our Company as at the LPD. Assuming ten percent (10%) of our issued and paid up share capital are purchased from shareholders other than the Parties Acting in Concert pursuant to the Proposed Share Buy-Back, the shareholdings of the Parties Acting in Concert will increase from 31.2% to 34.6% upon completion of such purchases and therefore, it will trigger the obligation for the Parties Acting in Concert to undertake a MGO pursuant to the Code. Our Board does not intend to cause any shareholder to trigger the obligation to undertake a MGO under the Code pursuant to the Proposed Share Buy-Back. As such, our Board will be mindful of the above implications of the Code when making any purchase of our own Shares pursuant to the Proposed Share Buy-Back. 2.4.9 Previous purchase of Share, resale and/or cancellation of treasury share There has not been any purchase of Share, resale and/or cancellation of treasury share in the previous twelve (12) months preceding the LPD as the Proposed Share BuyBack is the first share buy-back scheme of our Company since incorporation. 3. RATIONALE FOR THE PROPOSALS 3.1 Proposed Par Value Reduction and Proposed Share Premium Reduction The Proposed Par Value Reduction and Proposed Share Premium Reduction allow our Company to substantially reduce the existing accumulated losses which serves to rationalise the statement of financial position of our Company and to facilitate our Companys objective to obtain a better financial position moving forward.

7 7

Our Group is currently involved in the manufacturing of aluminium foil packaging materials which includes printing and manufacturing of cigarette packaging boxes and materials. Our principal activity and business direction remain unchanged as at the LPD despite the emergence of the new substantial shareholders and management team. We are working closely with our main customers in the tobacco industry by providing them with value added services such as customising specific printing requirement for the cigarette boxes and taking into consideration of the expected increase in the demand for cigarette, our Board is of the view that the prospects of our Group in this business are expected to remain favourable. 3.2 Proposed Amendments The Proposed Amendments are intended to facilitate the change in the par value of each Bright Share as a result of the Proposed Par Value Reduction. 3.3 Proposed Share Buy-Back The rationale for the Proposed Share Buy-Back is set out in Section 2.4.7 of this Circular (in the section pertaining to the potential advantages of the Proposed Share Buy-Back to our Company and shareholders). 4. EFFECTS OF THE PROPOSALS The Proposed Amendments will not have any effect on the share capital, substantial shareholders and Directors shareholdings, dividend payment of our Company, the working capital, NA per Share, gearing and EPS of our Group as well as on our market share price. The pro-forma effects of the Proposed Par Value Reduction, Proposed Share Premium Reduction and Proposed Share Buy-Back on our Company and/or Group are as follows: 4.1 Share capital The pro-forma effects of the Proposed Par Value Reduction and Proposed Share Buy-Back on our issued and paid-up share capital are set out as follows: Par value (RM) As at the LPD To be cancelled pursuant to the Proposed Par Value Reduction To be cancelled pursuant to the Proposed Share Buy-Back(1) After the Proposed Par Value Reduction and Proposed Share Buy-Back
Note: (1) Assuming ten percent (10%) of our issued and paid-up share capital that may be purchased pursuant to the Proposed Share Buy-Back are cancelled. If the Shares so purchased are held as treasury shares, resold or distributed, the Proposed Share Buy-Back will not have any effect on our issued and paid-up share capital.

No. of Shares (000) 43,285 (4,329) 38,956

RM000 43,285 (21,643) (2,164) 19,478

1.00 (0.50) 0.50

The Proposed Share Premium Reduction will not have any effect on our issued and paid-up share capital.

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4.2

Substantial shareholders and Directors shareholdings

The Proposed Par Value Reduction and Proposed Share Premium Reduction will not have any effect on our substantial shareholders and Directors shareholdings as they do not involve issuance of new Bright Shares or cancellation of the number of existing Bright Shares.

The effects of the Proposed Share Buy-Back on our substantial shareholders and Directors shareholdings, assuming ten percent (10%) of our issued and paid-up share capital are purchased from shareholders other than our substantial shareholders and Directors pursuant to the Proposed Share Buy-Back, are as follows: As at the LPD Direct No. of Shares (000) % 28.0 10.4 10.0 5.5 5.3 4,333 2,377 2,304 11.1 6.1 5.9 12,127 4,490 31.1 11.5 % % 12,127 4,490 4,333 2,377 2,304 No. of Shares (000) No. of Shares (000) Indirect Direct After the Proposed Share Buy-Back Indirect No. of Shares (000) % -

Name

Demi Maju Sdn. Bhd. YBhg Datuk Seri Syed Ali Bin Abbas Alhabshee(1) (2) Ang Lay Chieng(1) (2) Tee Wee Keat(1) (2) Lye Jun Fei(1) (2) Nik Mustapha Bin Muhamad(2) Low Wan Choon(2)

(1)

Notes:

(1)

Our substantial shareholders.

(2)

Our Directors.

THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

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9

4.3

NA per Share and gearing The pro-forma effects of the Proposed Par Value Reduction and Proposed Share Premium Reduction on the NA per Share of our Group are as follows: (I) After the Proposed Par Value Reduction (RM000) 21,642 7,400 14,824 (2,157) 41,709 43,285 0.96 (II) After (I) and the Proposed Share Premium Reduction (RM000) 21,642 5,243 14,824 (160) (1) 41,549 43,285 0.96

Audited as at 31 January 2013 (RM000) Share capital Share premium Revaluation reserves Accumulated losses NA No. of Shares in issue (000) NA per Share (RM)
Note: (1)

43,285 7,400 14,824 (23,800) 41,709 43,285 0.96

After taking into account the total estimated expenses of RM160,000 for the Proposals.

The effect of the Proposed Share Buy-Back on the NA per Share of our Group will depend on, inter alia, the number of Shares so purchased, the purchase price of such Shares, the effective funding cost to finance such purchase (if any), or any loss in interest income and the treatment of the Shares so purchased. If the shares so purchased are retained as treasury shares or subsequently cancelled, the Proposed Share Buy-Back will cause the NA per Share of our Group to reduce in the event the purchase price of such Shares exceeds the NA per Share of our Group at the time of purchase, and vice versa. In the event the treasury shares are resold through Bursa Securities for a profit, the NA per Share of our Group will increase accordingly. If the treasury shares are distributed as share dividends, the NA per Share of our Company will decrease by the cost of the treasury shares. As at the LPD, our Board has yet to make a decision with regard to the treatment of any Share may be purchased pursuant to the Proposed Share Buy-Back. As at 31 January 2013, our Group did not have any outstanding borrowing. The Proposed Par Value Reduction and Proposed Share Premium Reduction will not have any effect on the gearing of the Group as it does not involve any borrowing. The effects of the Proposed Share Buy-Back on the gearing of our Group will depend on the amount of borrowings utilised to fund the purchase of our Shares. Any borrowing utilised to fund such purchase will increase the gearing of our Group. 4.4 Working capital The Proposed Par Value Reduction and Proposed Share Premium Reduction will not have any effect on the working capital of our Group. The Proposed Share Buy-Back, as and when implemented, will reduce the cash and cash balances as well as working capital of our Group, the quantum of which will depend on, inter alia, the number of Shares so purchased and the purchase price for such Shares.

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For any Share so purchased which is kept as treasury share, upon resale, the working capital of the Group will increase upon the receipt of the proceeds of the resale. The quantum of the increase in the working capital will depend on the actual selling price of the treasury shares and the number of treasury shares sold. 4.5 EPS The Proposed Par Value Reduction and Proposed Share Premium Reduction will not have any effect on the EPS of our Group for the FYE 31 August 2013. The effects of the Proposed Share Buy-Back on the EPS of our Group will depend on, inter alia, the number of Shares so purchased, the purchase price of such Shares, the effective funding cost to our Group to finance the purchase (if any), any loss in interest income to our Group or the opportunity cost in relation to other investment opportunities and the proposed treatment of the Shares so purchased. If the Shares so purchased are held as treasury shares and subsequently resold, the extent of the effects on the EPS of our Group will depend on the number of treasury shares resold, the actual selling price of such treasury shares and the effective gain arising from the purchase (if any). If the Shares so purchased are retained as treasury shares or subsequently cancelled, the number of Shares applied in the computation of our EPS will be reduced accordingly, and the Proposed Share Buy-Back will have a positive impact on the EPS of our Group, provided that the income forgone and the interest expense incurred (if any) on such purchase are less than the EPS prior to such purchase. 4.6 Dividend The Proposed Par Value Reduction and Proposed Share Premium Reduction will not have any effect on our Companys dividend payment. The Proposed Share Buy-Back may have an impact on our Companys dividend payment, if any, as it may reduce the cash available which may otherwise be used for dividend payments. However, the decision of the Board to declare and pay dividends in the future would depend on the financial performance, cash flow position and financing requirements of our Group. However, our Board will have the option of distributing the treasury shares as share dividends to our shareholders. 4.7 Market price of our Shares Save for the reduction of par value of each Bright Share from RM1.00 to RM0.50 pursuant to the Proposed Par Value Reduction, the Proposals are not expected to have any other immediate effect on our Shares. As such, there will be no adjustment to the market price of our Shares upon implementation of the Proposals. Notwithstanding the above, any purchase of our Shares in the future pursuant to the Proposed Share Buy-Back may have a positive impact on our share price, the quantum of which will depend on, inter alia, the number of Shares so purchased, investors sentiment, timeframe and execution of orders on the open market. As at the LPD, our share price closed at RM1.07. The number of Shares held by our shareholders will remain unchanged pursuant to the Proposals as there will be no adjustment to the number of Shares upon implementation of the Proposals. 4.8 Convertible securities As at the LPD, our Company does not have any convertible securities.

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5.

APPROVALS REQUIRED The Proposals are subject to and conditional upon approvals being obtained from the following: (i) (ii) (iii) our shareholders at an EGM to be convened for the Proposals; sanction of the Court for the Proposed Par Value Reduction and Proposed Share Premium Reduction; and any other relevant authority, if required.

The Proposed Par Value Reduction, Proposed Share Premium Reduction and Proposed Amendments are inter-conditional upon each other. The Proposals are not conditional upon any other corporate proposals undertaken or to be undertaken by our Company, if any. 6. HISTORICAL SHARE PRICES The monthly highest and lowest prices of our Shares as traded on Bursa Securities for the past twelve (12) months are as follows: Highest (RM) 0.74 1.00 1.31 1.63 1.62 1.63 1.73 2.00 2.11 2.18 2.16 1.24 Lowest (RM) 0.56 0.63 0.90 1.15 1.39 1.37 1.37 0.95 1.55 1.95 1.21 0.77

2012 May June July August September October November December 2013 January February March April

The last transacted market price of our Shares immediately prior to the announcements of the Proposals on 19 April 2013 was RM1.04. The last transacted market price of our Shares on the LPD was RM1.06. (Source: Bloomberg Finance L.P.) 7. OUTSTANDING CORPORATE EXERCISES Save for the Proposals, our Board is not aware of any outstanding corporate exercise and/or scheme which have been announced by us but are pending implementation or completion. 8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH THEM None of our Directors and/or major shareholders and/or persons connected with them have any interest, direct or indirect, in the Proposals.

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9.

DIRECTORS RECOMMENDATION Our Board, after having considered the rationale and financial effects of the Proposals, is of the opinion that the terms and conditions of the Proposals are fair and reasonable and are in the best interests of our Company. Accordingly, our Board recommends that you vote in favour of the resolutions in relation to the Proposals to be tabled at our forthcoming EGM.

10.

EXPECTED TIME FRAME FOR COMPLETION Barring any unforeseen circumstance and subject to the approval of the relevant authorities being obtained, our Board expects the Proposed Par Value Reduction, Proposed Share Premium Reduction and Proposed Amendments to be completed by the third quarter of 2013. The tentative timetable for the implementation of the Proposals is as follow: Date 5 June 2013 Events EGM to obtain our shareholders approval for the Proposals Submission of documents to the Court for the Proposed Par Value Reduction and Proposed Share Premium Reduction

Early of August 2013

Court sanctions for the Proposed Par Value Reduction and Proposed Share Premium Reduction Completion of the Proposed Par Value Reduction, Proposed Share Premium Reduction and Proposed Amendments

11.

EGM The EGM for our shareholders, notice of which is enclosed in this Circular, will be held at Tioman Room, Bukit Jalil Golf & Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, 57000 Kuala Lumpur on Wednesday, 5 June 2013 at 9.00 a.m. or any adjournment thereof, for the purpose of considering and if thought fit, passing the resolutions, with or without modifications, to give effect to the Proposals. If you are unable to attend and vote in person at the EGM, you may complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at our registered office at B-11-10 Level 11, Megan Avenue II, Jalan Yap Kwan Seng, 50450 Kuala Lumpur not less than forty-eight (48) hours before the time set for convening our EGM or any adjournment thereof. The lodgement of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

12.

FURTHER INFORMATION You are requested to refer to the attached Appendix for further information.

Yours faithfully, For and on behalf of the Board BRIGHT PACKAGING INDUSTRY BERHAD

Ang Lay Chieng Executive Director

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APPENDIX FURTHER INFORMATION 1. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been seen and approved by our Board and all of our Directors, collectively and individually, accept full responsibility for the accuracy of the information given in this Circular and confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, there are no false or misleading statements or other facts the omission of which would make any statement herein misleading. 2. CONSENT AND CONFLICT OF INTEREST TA Securities has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name and all references thereon in the form and context in which they appear. No conflict of interest exists or is likely to exist in relation to TA Securities role as the Adviser for the Proposed Par Value Reduction and Proposed Share Premium Reduction. 3. MATERIAL LITIGATION, CLAIM OR ARBITRATION As at the LPD, our Group is not engaged in any material litigation, claim or arbitration, either as plaintiff or defendant, which has a material effect on the financial position or business of our Group, and our Directors have no knowledge of any proceedings pending or threatened against our Group or of any fact likely to give rise to any proceeding which may materially and adversely affect the financial position or business of our Group. 4. MATERIAL CONTRACTS As at the LPD, our Group has not entered into any material contract (other than contracts entered into in the ordinary course of business) during the past two (2) years preceding the date of this Circular. 5. MATERIAL COMMITMENT AND CONTINGENT LIABILITY As at the LPD, our Board is not aware of any material commitment or contingent liability incurred or known to be incurred by our Group, which upon becoming enforceable, may have a material impact on the financial position of our Group. 6. DOCUMENTS AVAILABLE FOR INSPECTION The following documents are available for inspection at our registered office at B-11-10 Level 11, Megan Avenue II, Jalan Yap Kwan Seng, 50450 Kuala Lumpur, during normal business hours from the date of this Circular up to and including the date of our EGM: (i) (ii) (iii) (iv) Our Memorandum and Articles of Association; Our audited consolidated financial statements for the past two (2) FYEs 31 August 2011 and 31 August 2012 and the five (5)-month period ended 31 January 2013; The latest unaudited quarterly results of our Group for the six (6)-month period ended 28 February 2013; and The letter of consent and conflict of interest as referred to in Section 2 above.

14

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BRIGHT PACKAGING PACKAGING INDUSTRY INDUSTRY BERHAD BERHAD BRIGHT

(Company No. No. 161776-W) 161776-W) (Company (Incorporated in Malaysia under the Companies Act, 1965) (Incorporated in Malaysia under the Act)

Registered office: B-11-10 Level 11 NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Bright Packaging Industry Berhad Megan Avenue II (Bright or the Company) will be convened at Tioman Room, Bukit Jalil Golf & Country Resort, Jalan Jalil Jalan Yap Kwan Seng Perkasa 3, Bukit Jalil, 57000 Kuala Lumpur on Wednesday, 5 June 2013 at 9.00 a.m. for the purpose of 50450 Kuala Lumpur considering and, if thought fit, passing the following resolutions with or without any modification: 14 May 2013 SPECIAL RESOLUTION 1 Board of Directors PROPOSED REDUCTION OF THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY Nik Mustapha Bin (Executive Chairman) PURSUANT TOMuhamad SECTION 64(1) OF THE COMPANIES ACT, 1965 (ACT) INVOLVING THE Ang Lay Chieng (Executive Director) CANCELLATION OF RM0.50 PAR VALUE OF ALL EXISTING ORDINARY SHARES OF RM1.00 YBhg Datuk Seri COMPANY Syed Ali Bin Abbas Alhabshee (Non-Independent Non-Executive Director) EACH IN THE (PROPOSED PAR VALUE REDUCTION) Low Wan Choon (Independent Non-Executive Director) Lye Junsubject Fei (Independent Non-Executive THAT to the passing of Special Director) Resolutions 2 and 3, the sanction of the High Court of Malaya pursuant Tee Wee Keat (Independent Non-Executive to Section 64(1) of the Act and approvals Director) being obtained from the relevant authorities and parties, approval be and is hereby given to the Company to effect a reduction in the par value of all existing ordinary shares of RM1.00 each in the Company to RM0.50 each and the credit arising therefrom shall be utilised by the Company To: Our shareholders to partially offset against the Companys accumulated losses. Dear ANDSir/Madam, THAT the Board of the Company be and is hereby authorised to do all such acts and things that they may consider necessary or expedient to give effect to the Proposed Par Value Reduction with full power to assent to BRIGHT INDUSTRY BERHAD any term, PACKAGING condition, modification, variation and/or amendment as may be imposed or permitted by the High Court of Malaya and/or as a consequence of any such requirement or as may be deemed fit, necessary, expedient (I) PROPOSED REDUCTION; and/or appropriate and PAR in theVALUE best interest of the Company. (II) PROPOSED SHARE PREMIUM REDUCTION; (III) PROPOSED AMENDMENTS; AND (IV) PROPOSED SHARE SPECIAL RESOLUTION 2 BUY-BACK (COLLECTIVELY REFERRED TOTO AS RM2,157,000 THE PROPOSALS) PROPOSED REDUCTION OF UP FROM THE SHARE PREMIUM ACCOUNT OF THE COMPANY PURSUANT TO SECTIONS 60(2) AND 64(1) OF THE ACT (PROPOSED SHARE PREMIUM REDUCTION) 1. INTRODUCTION THAT subject to the passing of Special Resolutions 1 and 3, the sanction of the High Court of Malaya pursuant On 19 April 2013, our Board announced that our from Company proposes to undertake the Proposed Share to Section 64(1) of the Act and approvals being obtained the relevant authorities and parties, approval be Buy-Back and seek our shareholders approval for of the Proposed Share Buy-Back at the forthcoming and is hereby given toto the Company to effect a reduction the share premium of the Company of up to EGM pursuant to be convened. RM2,157,000 to the Proposed Share Premium Reduction and the credit arising therefrom shall be utilised by the Company to offset against the Companys accumulated losses. On 19 April 2013, TA Securities on behalf of our Board announced that our Company proposes to undertake the following: AND THAT the Board of the Company be and is hereby authorised to do all such acts and things that they may consider necessary or expedient to give effect to the Proposed Share Premium Reduction with full power to proposed reduction of our issued andand/or paid-up share capital pursuant to Section 64(1) of the assent to(i) any term, condition, modification, variation amendment as may be imposed or permitted byAct the involving the as cancellation of RM0.50 par value of all existing Bright Shares; High Court of Malaya and/or a consequence of any such requirement or as may be deemed fit, necessary, expedient and/or appropriate and in the best interest of the Company. (ii) proposed reduction of up to RM2,157,000 from the share premium account of our Company pursuant to Sections 60(2) and 64(1) of the Act; and (iii) proposed amendments to the M&A of our Company to facilitate the Proposed Par Value Reduction.

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION 3 PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION (M&A) OF THE COMPANY TO FACILITATE THE PROPOSED PAR VALUE REDUCTION (PROPOSED AMENDMENTS) THAT subject to the passing of Special Resolutions 1 and 2, approval be and is hereby given to the Company to alter, modify, vary and delete the Memorandum and Articles of Association of the Company in the following manner: Memorandum of Association Clause 5 Existing The authorised share capital of the Company is RM100,000,000 divided into 100,000,000 shares of RM1.00 each. Existing The authorised capital of the Company as the date of the adoption of these Articles is Ringgit Malaysia One Hundred Million (RM100,000,000.00) divided into 100,000,000 ordinary shares of Ringgit Malaysia One (RM1.00) each. Proposed amendment The authorised share capital of the Company is RM100,000,000 divided into 200,000,000 shares of RM0.50 each. Proposed amendment The authorised capital of the Company is Ringgit Malaysia One Hundred Million (RM100,000,000.00) divided into 200,000,000 ordinary shares of Fifty Sen (RM0.50) each.

Articles of Association Article 3

AND THAT the Board of the Company be and is hereby authorised to do or procure to be done all acts, deeds and things and execute, sign and deliver on behalf of the Company, all such documents as it may deem necessary, expedient and/or appropriate to implement, give full effect to the Proposed Amendments with full power to assent to any term, condition, modification, variation and/or amendment as the Board of the Company may deem fit, necessary, expedient, appropriate and/or as may be required by any relevant authorities in connection with the Proposed Amendments. ORDINARY RESOLUTION 1 PROPOSED AUTHORITY FOR THE COMPANY TO BUY-BACK ITS OWN SHARES (PROPOSED SHARE BUY-BACK) THAT subject to the Act, rules, regulations, orders and guidelines made pursuant to the Act, the M&A of the Company, the requirements of Bursa Malaysia Securities Berhad (Bursa Securities)s Main Market Listing Requirements (Listing Requirements), and other relevant authorities, the Directors of the Company be and are hereby unconditionally and generally authorised to: (i) Buy-back shares in the Company, at any time and upon such terms and conditions and for such purposes as the Directors may, in their discretion deem fit, provided that the aggregate number of shares which may be purchased and/or held by the Company pursuant to this Resolution shall not exceed ten per centum (10%) of the issued and paid-up share capital of the company for the time being and the total funds allocated shall not exceed the total retained earnings and/or share premium of the Company (refer to the circular to shareholders dated 14 May 2013) which would otherwise be available for dividends AND THAT such authority shall commence immediately upon passing of this Resolution and continue to be in force until the conclusion of the next annual general meeting (AGM) of the Company (unless earlier revoked or varied by ordinary resolution of the shareholders of the Company in general meeting or upon the expiration of the period within the next AGM is required by law to be held, whichever occurs first); Cancel the shares so purchased and/or retain them as treasury shares of which may be distributed as dividends to shareholders and/or resell on the open market of Bursa Securities and/or to retain part thereof as treasury shares and cancel the remainder; and

(ii)

(iii)

Deal with the shares so purchased in any other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act and the Listing Requirements and any other relevant authorities for the time being in force.

AND THAT the Board of the Company be and is hereby authorised to do all such acts and things that they may consider necessary or expedient to give effect to the Proposed Share Buy-Back with full power to assent to any term, condition, modification, variation and/or amendment as the Board of the Company may deem fit, necessary, expedient, appropriate and/or as may be required by any relevant authorities in connection with the Proposed Share Buy-Back. BY ORDER OF THE BOARD Wong Wei Fong (MAICSA 7006751) Company Secretary Kuala Lumpur 14 May 2013
Notes: 1. For the purpose of determining a member who shall be entitled to attend this Extraordinary General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. in accordance with Article 69 of the Companys Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991, to issue a General Meeting Record of Depositors as at 29 May 2013. Only a depositor whose name appears on such Record of Depositors shall be entitled to attend the meeting or appoint proxies to attend and/or vote on his/her behalf in the meeting. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies (subject always to a maximum of two (2) proxies) to speak, attend and vote in his/her stead. A proxy may but need not be a member of the Company and Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. There is no restriction as to the qualification of the proxy. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. Where a member is an exempt authorised nominee (EAN), as defined under the Securities Industry (Central Depositories) Act, 1991 which holds ordinary shares in the company for multiple beneficial owners in one securities account (omnibus account), there is no limit to the number of proxies which the EAN may appoint in respect of each omnibus account it holds. To be valid, the instrument appointing a proxy or proxies, under the hand of the appointer or his attorney duly authorised in writing, must be completed and deposited at the Companys Registered Office at B-11-10, Level 11, Megan Avenue II, Jalan Yap Kwan Seng, 50450 Kuala Lumpur not less than 48 hours before the time set for holding the meeting or at any adjournment thereof. If the appointer is a corporation, the instrument appointing a proxy or proxies must be executed under its seal or under the hand of its duly authorised attorney.

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BRIGHT PACKAGING INDUSTRY BERHAD (Company No. 161776-W) Incorporated in Malaysia under the Companies Act, 1965 CDS account no. PROXY FORM I/We [Full name in block, NRIC no./company no.] of [Address] No. of shares held

being a shareholder(s) of Bright Packaging Industry Berhad, hereby appoint: Full name (in block) NRIC/Passport no. Proportion of shareholdings No. of shares %

Address

and/or (delete as appropriate) Full name (in block) NRIC/Passport no. Proportion of shareholdings No. of shares %

Address

or failing him/her, the Chairman of the Meeting as my/our proxy to attend and to vote for me/us and on my/our behalf and, if necessary, to demand a poll at the Extraordinary General Meeting of the Company to be held at Tioman Room, Bukit Jalil Golf & Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, 57000 Kuala Lumpur on Wednesday, 5 June 2013 at 9.00 a.m. or any adjournment thereof, and to vote as indicated below: Resolution Special Resolution 1 Special Resolution 2 Special Resolution 3 Ordinary Resolution 1 Signed this day of Agenda Proposed Par Value Reduction Proposed Share Premium Reduction Proposed Amendments Proposed Share Buy-Back , 2013 Signature of Shareholder(s)
Notes: 1. For the purpose of determining a member who shall be entitled to attend this Extraordinary General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. in accordance with Article 69 of the Companys Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991, to issue a General Meeting Record of Depositors as at 29 May 2013. Only a depositor whose name appears on such Record of Depositors shall be entitled to attend the meeting or appoint proxies to attend and/or vote on his/her behalf in the meeting. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies (subject always to a maximum of two (2) proxies) to speak, attend and vote in his/her stead. A proxy may but need not be a member of the Company and Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. There is no restriction as to the qualification of the proxy. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. Where a member is an exempt authorised nominee (EAN), as defined under the Securities Industry (Central Depositories) Act, 1991 which holds ordinary shares in the company for multiple beneficial owners in one securities account (omnibus account), there is no limit to the number of proxies which the EAN may appoint in respect of each omnibus account it holds. To be valid, the instrument appointing a proxy or proxies, under the hand of the appointer or his attorney duly authorised in writing, must be completed and deposited at the Companys Registered Office at B-11-10, Level 11, Megan Avenue II, Jalan Yap Kwan Seng, 50450 Kuala Lumpur not less than 48 hours before the time set for holding the meeting or at any adjournment thereof. If the appointer is a corporation, the instrument appointing a proxy or proxies must be executed under its seal or under the hand of its duly authorised attorney.

FOR

AGAINST

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AFFIX AFFIX STAMP STAMP

The Company Secretary BRIGHT PACKAGING INDUSTRY BERHAD c/o JLPW Corporate Services Sdn. Bhd. B-11-10 Level 11 Megan Avenue II Jalan Yap Kwan Seng 50450 Kuala Lumpur

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