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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, solicitor, accountant, bank manager or other professional adviser immediately.

Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO THE

PROPOSED BONUS ISSUE OF UP TO 180,815,579 NEW ORDINARY SHARES IN THRIVEN GLOBAL BERHAD ("THRIVEN") ("THRIVEN SHARE(S) OR SHARE(S)") ("BONUS SHARE(S)") ON THE BASIS OF 8 BONUS SHARES FOR EVERY 25 EXISTING THRIVEN SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER ("PROPOSED BONUS ISSUE")

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Adviser

UOB Kay Hian Securities (M) Sdn Bhd (Company No. 194990-K)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The Notice of the Extraordinary General Meeting ("EGM") of Thriven which is scheduled to be held at Level 23A, Menara LGB, No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur, Malaysia on Thursday, 23 August 2018 at 10.30 a.m., or at any adjournment thereof, together with the Proxy Form are enclosed herein.

A member entitled to attend, participate, speak and vote at the EGM is entitled to appoint a proxy or proxies to attend, participate, speak and vote on his/ her behalf. In such event, the Proxy Form must be lodged at the Registered Office of Thriven at Level 23A, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur, Malaysia not less than 48 hours before the stipulated time for holding the EGM or at any adjournment thereof. The lodging of the Proxy Form shall not preclude you from attending, participating, speaking and voting in person at the EGM should you subsequently wish to do so.

Last date and time for lodging the Proxy Form …........ : Tuesday, 21 August 2018 at 10.30 a.m.

Date and time of the EGM …………………………....... : Thursday, 23 August 2018 at 10.30 a.m.

This Circular is dated 6 August 2018






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DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this Circular:-

"Act" : The Companies Act, 2016

"Additional Warrants B" : Up to 60,271,859 additional Warrants B to be issued arising from the adjustments to be made in accordance with the provisions of the Deed Poll B pursuant to the Proposed Bonus Issue

"Board" : The Board of Directors of Thriven

"Bonus Share(s)" : Up to 180,815,579 new Thriven Shares to be issued pursuant to the Proposed Bonus Issue

"Bursa Depository" : Bursa Malaysia Depository Sdn Bhd

"Bursa Securities" : Bursa Malaysia Securities Berhad

"Deed Poll B" : The deed poll dated 22 September 2015 constituting the Warrants B

"Director(s)" : A natural person who holds directorship in the Company and shall have the meaning given in Section 2(1) of the Capital Markets and Services Act, 2007 and includes:-

i. In the case of an issuer of structured warrants, a director of the issuer of the structured warrants; or

ii. In the case of an applicant or listed issuer which is a collective investment scheme, a director of a management company or a director of the trustee-manager, as the case may be

"EGM" : Extraordinary General Meeting

"Entitlement Date" : A date to be determined and announced later by the Board, on which the names of the shareholders of the Company must appear in the Record of Depositors of the Company as at 5.00 p.m. in order to participate in the Proposed Bonus Issue

"EPS" : Earnings per Share

"FYE" : Financial year ended/ ending

"Listing Requirements" : Main Market Listing Requirements of Bursa Securities

"LPD" : 30 July 2018, being the latest practicable date prior to the printing and despatch of this Circular

"Market Day(s)" : Any day between Monday to Friday (inclusive), excluding public holidays, and a day on which Bursa Securities is open for trading of securities

"Maximum Scenario" : Assuming all the 188,349,562 outstanding Warrants B are exercised prior to the implementation of the Proposed Bonus Issue

"Minimum Scenario" : Assuming none of the 188,349,562 outstanding Warrants B are exercised prior to the implementation of the Proposed Bonus Issue

"NA" : Net assets attributable to ordinary equity holders of the Company

i

DEFINITIONS (CONT'D)

ii

"Proposed Bonus Issue"

: Proposed bonus issue of up to 180,815,579 Bonus Shares on the basis of 8 Bonus Shares for every 25 existing Thriven Shares held on the Entitlement Date

"RM" and "sen" : Ringgit Malaysia and sen, respectively

"Thriven" or the "Company"

: Thriven Global Berhad

"Thriven Group" or the "Group"

: Thriven and its subsidiary companies, collectively

"Thriven Share(s)" or"Share(s)"

: Ordinary shares in Thriven

"Warrant(s) B" : The 188,349,562 outstanding warrant(s) 2015/ 2020 in Thriven as at the LPD constituted by the Deed Poll B, each warrant carries the entitlement to subscribe for 1 new Thriven Share during the 5 year exercise period up to 5 October 2020 at an exercise price of RM0.64 per Warrant B

Words incorporating the singular shall, where applicable include the plural and vice versa. Words incorporating the masculine gender shall where applicable, include the feminine and neuter genders and vice versa. Any 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

ii

TABLE OF CONTENTS

iii

PAGELETTER TO THE SHAREHOLDERS OF THRIVEN IN RELATION TO THE PROPOSED BONUS ISSUE CONTAINING:-

1. INTRODUCTION 1

2. DETAILS OF THE PROPOSED BONUS ISSUE 2

3. RATIONALE AND JUSTIFICATIONS FOR THE PROPOSED BONUS ISSUE 4

4. EFFECTS OF THE PROPOSED BONUS ISSUE 4

5. HISTORICAL SHARE PRICES 11

6. APPROVALS REQUIRED/ OBTAINED 11

7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/ OR PERSONS CONNECTED TO THEM

12

8. ESTIMATED TIMEFRAME FOR COMPLETION AND TENTATIVE TIMETABLE FOR IMPLEMENTATION

12

9. PROPOSALS ANNOUNCED BUT PENDING COMPLETION 12

10. DIRECTORS' RECOMMENDATION 13

11. EGM 13

12. FURTHER INFORMATION 13

APPENDIX

I. FURTHER INFORMATION 14

NOTICE OF EGM ENCLOSED

PROXY FORM ENCLOSED

iii

1


Registered Office

Level 23A, Menara LGB No. 1, Jalan Wan Kadir

Taman Tun Dr. Ismail 60000 Kuala Lumpur

Malaysia

6 August 2018

Board of Directors

Datuk Fakhri Yassin Bin Mahiaddin (Executive Chairman)Ghazie Yeoh Bin Abdullah (Group Managing Director) Dato' Low Keng Siong (Executive Director)Lim Kok Beng (Independent Non-Executive Director)Henry Choo Hon Fai (Independent Non-Executive Director)Rewi Hamid Bugo (Independent Non-Executive Director)Lee Eng Leong (Non-Independent Non-Executive Director)

To: The shareholders of Thriven Global Berhad

Dear Sir/ Madam,

PROPOSED BONUS ISSUE

1. INTRODUCTION

On 6 July 2018, UOBKH had on behalf of the Board, announced that the Company had proposed to undertake a proposed bonus issue of up to 180,815,579 new Thriven Shares on the basis of 8 Bonus Shares for every 25 existing Thriven Shares held on an entitlement date to be determined and announced later.

For information purposes, we wish to highlight that the Proposed Bonus Issue shall be undertaken via the previous framework (the par value regime) and as such the compliance with Paragraph 6.30(1A) (i.e. pricing condition of not less than RM0.50 based on the daily volume weighted average share price during the 3-month period before the application date) of the Listing Requirements is not applicable in this case.

On 27 July 2018, UOBKH had on behalf of the Board, announced that Bursa Securities had, vide its letter dated 27 July 2018, resolved to approve the listing of and quotation for:-

i. up to 180,815,579 Bonus Shares to be issued pursuant to the Proposed Bonus Issue;

ii. up to 60,271,859 Additional Warrants B arising from the adjustment to be made pursuant to the Proposed Bonus Issue; and

iii. up to 60,271,859 new Thriven Shares to be issued pursuant to the exercise of the Additional Warrants B,

subject to the conditions set out in Section 6 of this Circular.

1


Registered Office



Malaysia

6 August 2018

Board of Directors



Dear Sir/ Madam,


1. INTRODUCTION








1

2

THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE THE SHAREHOLDERS OF THRIVEN WITH THE RELEVANT INFORMATION ON THE PROPOSED BONUS ISSUE AS WELL AS TO SEEK THE APPROVAL FROM THE SHAREHOLDERS OF THRIVEN FOR THE RESOLUTION PERTAINING TO THE PROPOSED BONUS ISSUE TO BE TABLED AT THE FORTHCOMING EGM. THE NOTICE OF THE FORTHCOMING EGM AND THE PROXY FORM ARE ENCLOSED TOGETHER WITH THIS CIRCULAR.

SHAREHOLDERS OF THRIVEN ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDIX CONTAINED HEREIN BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED BONUS ISSUE TO BE TABLED AT THE FORTHCOMING EGM.

2. DETAILS OF THE PROPOSED BONUS ISSUE

2.1 Basis and number of Bonus Shares to be issued

The Proposed Bonus Issue will entail an issuance of up to 180,815,579 Bonus Shares on the basis of 8 Bonus Shares for every 25 existing Thriven Shares held by shareholders of Thriven whose names appear in the Record Of Depositors of the Company on the Entitlement Date.

The Company had on 28 February 2018 announced that it proposes to undertake a private placement of up to 10% of the total issued shares of Thriven to third party investor(s) to be identified later ("Private Placement"). Subsequently, the Company had on 13 March 2018, announced that Bursa Securities had, vide its letter dated 12 March 2018, resolved to approve the Private Placement subject to the conditions set out in the aforementioned announcement.

In conjunction with the Proposed Bonus Issue, the Company has undertaken not to place out any Thriven Shares pursuant to the Private Placement until the completion of the Proposed Bonus Issue.

Based on the existing issued share capital of Thriven of RM44,851,913 comprising 376,699,125 Shares as at the LPD, a total of 120,543,720 Bonus Shares may be issued under the Minimum Scenario and in the event all the 188,349,562 outstanding Warrants B are exercised prior to the implementation of the Proposed Bonus Issue, a total of up to 180,815,579 Bonus Shares may be issued under the Maximum Scenario pursuant to the Proposed Bonus Issue.

Fractional entitlements arising from the Proposed Bonus Issue, if any shall be dealt with in such manner as the Board shall in its absolute discretion deem fit and expedient and to be in the best interest of the Company.

The Proposed Bonus Issue will not be implemented on a staggered basis.

2.2 Capitalisation of reserve

The Proposed Bonus Issue shall be wholly capitalised from the share premium account before capitalising the remaining balance from the retained earnings account of the Company.

An illustration of the proposed capitalisation for the Proposed Bonus Issue based on Thriven's audited financial statements for the FYE 31 December 2017 and the latest unaudited quarterly report for the 3-month FPE 31 March 2018 (at the Company Level) is set out in the following page:-

2

3

Minimum Scenario

Company level

Audited FYE 31 December 2017Unaudited 3-month FPE

31 March 2018Share

premiumRetained earnings Total

Share premium

Retained earnings Total

RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

Amount 7,182 31,246 38,428 7,182 30,850 38,032

Less: Amount to be capitalised for the Proposed Bonus Issue*1

(7,182) (4,872) (12,054) (7,182) (4,872) (12,054)

Less: Estimated expenses

- (100) (100) - (100) (100)

After the Proposed Bonus Issue

- 26,274 26,274 - 25,878 25,878

Note:-

*1 The capitalisation amount is calculated based on 120,543,720 Bonus Shares to be issued under the Minimum Scenario multiplied by the last known par value of the Company, i.e. RM0.10

Maximum Scenario

Company level

Audited FYE 31 December 2017Unaudited 3-month FPE

31 March 2018Share

premiumRetained earnings Total

Share premium

Retained earnings Total

RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

Amount 7,182 31,246 38,428 7,182 30,850 38,032

Less: Amount to be capitalised for the Proposed Bonus Issue*1

(7,182) (10,900) (18,082) (7,182) (10,900) (18,082)

Less: Estimated expenses

- (100) (100) - (100) (100)

After the Proposed Bonus Issue

- 20,246 20,246 - 19,850 19,850

Note:-

*1 The capitalisation amount is calculated based on 180,815,579 Bonus Shares to be issued under the Maximum Scenario multiplied by the last known par value of the Company, i.e. RM0.10

The Board confirms that the Proposed Bonus Issue and the implementation of the Proposed Bonus Issue is and will be in full compliance with the Act and Practice Note 1/2017 issued by the Companies Commission of Malaysia for the purposes of Section 618(3)(c) of the Act.

The Board also confirms that in accordance with Paragraph 6.30 of the Listing Requirements, the Company has sufficient reserves for capitalisation of the Bonus Shares and the reserves available to be capitalised for the Proposed Bonus Issue is unimpaired by losses on a consolidated basis based on Thriven's latest audited consolidated financial statements for the FYE 31 December 2017 and the latest unaudited quarterly report for the 3-month FPE 31 March 2018.

3

4

2.3 Ranking of the Bonus Shares

The Bonus Shares will upon allotment and issuance rank pari passu in all respects with the then existing Shares save and except that the Bonus Shares will not be entitled to any dividends, rights, allotments and/or any other forms of distribution where the entitlement date of such dividends, rights, allotments and/ or any other forms of distribution precedes the relevant date of allotment and issuance of the Bonus Shares.

2.4 Listing of and quotation for the Bonus Shares

Approval has been obtained from Bursa Securities vide its letter dated 27 July 2018 for the listing of and quotation for the Bonus Shares to be issued pursuant to the Proposed Bonus Issue on the Main Market of Bursa Securities.

The Bonus Shares shall be listed and quoted on the Main Market of Bursa Securities on the next Market Day following the Entitlement Date.

3. RATIONALE AND JUSTIFICATIONS

After due consideration, the Board is of the view that the Proposed Bonus Issue is the most appropriate avenue of rewarding the existing shareholders of the Company while at the same time enhance the Company's capital base as the Proposed Bonus Issue will:-

i. Reward existing shareholders of the Company for their continuous support;

ii. Increase the Company's issued share capital to a level which would be more reflective of its current scale of operations and assets employed;

iii. Enlarge the number of ordinary shares in the Company held by the Company's existing shareholders, albeit without increasing the percentage equity interest; and

iv. Be able to possibly encourage trading liquidity of the Company's ordinary shares on Bursa Securities and greater participation by investors as well as potentially broadening the shareholder base of the Company.

4. EFFECTS OF THE PROPOSED BONUS ISSUE

4.1 Issued share capital

The pro forma effects of the Proposed Bonus Issue on the issued share capital of the Company are set out below:-

Minimum Scenario Maximum ScenarioNo. of Shares RM No. of Shares RM

Issued share capital as at the LPD

376,699,125 44,851,913*1 376,699,125 44,851,913*1

Assuming full exercise of the Warrants B

- - 188,349,562 120,543,720*2

Reversal of warrant reserve pursuant to the full exercise of the Warrants B

- 14,126,217*3

376,699,125 44,851,913 565,048,687 179,521,850

4

5

Minimum Scenario Maximum ScenarioNo. of Shares RM No. of Shares RM

Bonus Shares to be issued pursuant to the Proposed Bonus Issue

120,543,720 4,872,372*4 180,815,579 10,899,558*5

Enlarged issued share capital

497,242,845 49,724,285 745,864,266 190,421,408

Notes:-

*1 Pursuant to Section 618(2) of the Act, the share premium account has become part of the share capital account. In accordance with Section 618(3)(c) of the Act, the Company may utilise the amount of RM7,182,000 standing to the credit of the share premium account within a period of 24 months from 31 January 2017 for the Proposed Bonus Issue

*2 Computed based on the exercise price of RM0.64 per Warrant B

*3 Reversal of warrant reserve to share capital pursuant to the full exercise of the Warrants B

*4 The capitalisation is based on the last known par value of Thriven Shares of RM0.10 each prior to the commencement of the Act. Approximately RM7.18 million is capitalised from the share premium account (which has become part of the share capital account) and the remaining RM4.87 million is capitalised from the retained earnings account under the Minimum Scenario

*5 The capitalisation is based on the last known par value of Thriven Shares of RM0.10 each prior to the commencement of the Act. Approximately RM7.18 million is capitalised from the share premium account (which has become part of the share capital account) and the remaining RM10.90 million is capitalised from the retained earnings account under the Maximum Scenario

4.2 NA per Share and gearing

Based on the latest audited consolidated statements of financial position of Thriven Group as at 31 December 2017, the pro forma effects of the Proposed Bonus Issue on the NA per Share and gearing of the Group are set out below:-

Minimum Scenario

Audited as at 31 December 2017

After the Proposed Bonus

IssueRM'000 RM'000

Share capital 44,852 49,724*1

Warrant reserve 14,126 14,126Capital reserve 89,559 89,559Retained earnings 11,056 6,084*2

Shareholders' funds/ NA 159,593 159,493Non-controlling interest (3,833) (3,833)Total equity 155,760 155,660

No. of Shares in issue (000) 376,699 497,243NA per Share (RM) 0.42 0.32Total borrowings (RM'000) 160,906 160,906Gearing ratio (times) 1.03 1.03

Notes:-

*1 After accounting for the capitalisation of approximately RM7.18 million from the share premium account pursuant to the Proposed Bonus Issue. Pursuant to Section 618(2) of the Act, the share premium account has become part of the share capital account

*2 After accounting for the capitalisation for the remaining balance of approximately RM4.87 million and the estimated expenses of RM100,000 from the retained earnings account pursuant to the Proposed Bonus Issue

5

6

Maximum Scenario I II

Audited as at 31 December 2017

Assuming all the outstanding

Warrants B are exercised

After I and the Proposed Bonus

Issue RM'000 RM'000 RM'000 Share capital 44,852 179,522*1*2 190,421*3 Warrant reserve 14,126 -*2 -

Capital reserve 89,559 89,559 89,559 Retained earnings 11,056 11,056 56*4

Shareholders' funds/ NA 159,593 280,137 280,036 Non-controlling interest (3,833) (3,833) (3,833) Total equity 155,760 276,304 276,203 No. of Shares in issue (000) 376,699 565,049 745,864 NA per Share (RM) 0.42 0.50 0.38 Total borrowings (RM'000) 160,906 160,906 160,906 Gearing ratio (times) 1.03 0.58 0.58 Notes:-

*1 Assuming all the outstanding Warrants B are exercised at RM0.64 per Warrant B *2 Reversal of warrant reserve to share capital pursuant to the full exercise of the Warrants B *3 After accounting for the capitalisation of approximately RM7.18 million from the share premium

account pursuant to the Proposed Bonus Issue. Pursuant to Section 618(2) of the Act, the share premium account has become part of the share capital account

*4 After accounting for the capitalisation for the remaining balance of approximately RM10.90 million

and the estimated expenses of RM100,000 from the retained earnings account pursuant to the Proposed Bonus Issue


6

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4.4 Earnings and EPS

The Proposed Bonus Issue, which is expected to be completed by the third quarter of 2018 is not expected to have any material effect on the earnings of Thriven Group for the FYE 31 December 2018. However, there will be a dilution in the EPS of the Group due to the increase in the number of Thriven Shares in issue arising from the Proposed Bonus Issue.

4.5 Convertible securities

Save for the outstanding Warrants B, the Company does not have any other existing convertible securities as at the LPD.

The Proposed Bonus Issue may give rise to adjustments to the exercise price and/ or number of outstanding Warrants B held by each holder of the Warrants B pursuant to the Deed Poll B. Any adjustment which is required will be made in accordance with the provisions of the Deed Poll B to mitigate any potential equity dilution resulting from the Proposed Bonus Issue, and to ensure that the status of the holders of the outstanding Warrants B are not prejudiced after the Proposed Bonus Issue. Other provisions stipulated in the Deed Poll B including the rights and obligations of the holders of the Warrants B will remain unchanged.

Any necessary adjustments to the exercise price and additional number of Warrants B to be issued arising from the Proposed Bonus Issue in relation to the outstanding Warrants B will only be finalised on the Entitlement Date. In addition, a notice will be despatched to the respective holders of Warrants B in the event of any such adjustments.

Strictly for illustrative purposes only, assuming the adjustment to the exercise price and additional number of Warrants B had already been effected as at the LPD pursuant to the Proposed Bonus Issue, the said adjustment to the outstanding Warrants B shall be computed as set out below:-

New exercise price = S x A(A + B)

= RM0.64 x 376,699,125(376,699,125 + 120,543,720)

= RM0.48 (rounded downwards)

No. of Additional Warrants B = T x

(A + B)- TA

= 188,349,562 x (376,699,125 + 120,543,720) - 188,349,562376,699,125

= 60,271,859 (rounded downwards)

Whereby:-

S = Existing exercise price of Warrants BT = Existing number of Warrants BA = Aggregate number of Shares in issue on the Entitlement Date immediately

preceding such capitalisation issueB = Aggregate number of Shares to be issued pursuant to any allotment to the

shareholders by way of capitalisation of profits or reserves (including any share premium account and capital redemption reserve fund)

10

11

5. HISTORICAL SHARE PRICES

The monthly highest and lowest market prices of Thriven Shares as traded on Bursa Securities for the past 12 months from August 2017 to July 2018 are set out below:-

High LowRM RM

2017August 0.270 0.230September 0.285 0.240October 0.265 0.235November 0.265 0.235December 0.265 0.200

2018January 0.230 0.215February 0.205 0.195March 0.210 0.175April 0.200 0.175May 0.650 0.190June 0.485 0.360July 0.445 0.390

Last transacted market price on 5 July 2018 RM0.405(being the last transacted date prior to the announcement on the Proposed Bonus Issue)

Last transacted market price on the LPD RM0.415

(Source: Bloomberg)

6. APPROVALS REQUIRED/OBTAINED

The Proposed Bonus Issue is conditional upon approvals being obtained from the following parties:-

i. Bursa Securities, for the listing of and quotation for the following securities on the Main Market of Bursa Securities:-

(a) Bonus Shares pursuant to the Proposed Bonus Issue;

(b) Additional Warrants B to be issued pursuant to the adjustments to be made arising from the Proposed Bonus Issue; and

(c) New Thriven Shares to be issued arising from the exercise of the Additional Warrants B to be issued pursuant to the adjustments to be made arising from the Proposed Bonus Issue.

The approval of Bursa Securities was obtained vide its letter dated 27 July 2018 and subject to the following conditions:-

Conditions Status ofcompliance

(a) Thriven and UOBKH must fully comply with the relevant provisions under the Listing Requirements pertaining to the implementation of the Proposed Bonus Issue;

To be complied

(b) Thriven and UOBKH to inform Bursa Securities upon the completion of the Proposed Bonus Issue;

To be complied

11

12

Conditions Status ofcompliance

(c) Thriven and UOBKH to furnish Bursa Securities with a certified true copy of the resolution passed by shareholders at the forthcoming general meeting for the Proposed Bonus Issue;

To be complied

(d) Thriven and UOBKH to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities' approval once the Proposed Bonus Issue is completed;

To be complied

(e) Thriven and UOBKH are required to make the relevant announcements pursuant to Paragraphs 6.35(2)(a)&(b) and 6.35(4) of the Listing Requirements

Noted and to be complited

ii. The shareholders of Thriven for the Proposed Bonus Issue at the forthcoming EGM of the Company. The voting on the resolution pertaining to the Proposed Bonus Issue at the aforesaid EGM shall be by way of a poll.

The Proposed Bonus Issue is not conditional upon any other proposals undertaken or to be undertaken by the Company.

7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM

None of the Directors and/ or major shareholders of the Company and/ or persons connected to them have any interest, whether direct or indirect, in the Proposed Bonus Issue, save for their respective entitlements as shareholders of the Company under the Proposed Bonus Issue which are also available to all other shareholders of the Company.

8. ESTIMATED TIMEFRAME FOR COMPLETION AND TENTATIVE TIMETABLE FOR IMPLEMENTATION

Barring any unforeseen circumstances and subject to all required approvals being obtained the Board expects the Proposed Bonus Issue to be completed by the third quarter of 2018. The tentative timetable in relation to the Proposed Bonus Issue is set out below.

Month Events

23 August 2018 Convening of EGM to obtain approval for the Proposed Bonus Issue

End August 2018 Announcement of the Entitlement Date

Mid September 2018 Entitlement Date for the Proposed Bonus Issue Listing of and quotation for the Bonus Shares on the Main Market of Bursa

Securities

9. PROPOSALS ANNOUNCED BUT PENDING COMPLETION

Save for the Private Placement and the Proposed Bonus Issue (being subject matter in this Circular), the Board is not aware of any other outstanding proposals which have been announced but not yet completed as at the date of this Circular.

12

13

10. DIRECTORS' RECOMMENDATION

The Board having considered all aspects including the rationale and justifications as well as the effects of the Proposed Bonus Issue, is of the opinion that the Proposed Bonus Issue is in the best interest of the Company. Accordingly, the Board recommends that you vote in favour of the resolution pertaining to the Proposed Bonus Issue to be tabled at the forthcoming EGM of the Company.

11. EGM

The EGM, the notice of which is enclosed in this Circular is scheduled to be held at Level 23A, Menara LGB, No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur, Malaysia on Thursday, 23 August 2018, at 10.30 a.m. for the purpose of considering if thought fit, passing with or without modifications, the resolution to give effect to the Proposed Bonus Issue.

If you are unable to attend, participate, speak and vote in person at the EGM, you are requested to complete, sign and return the enclosed Proxy Form in accordance with the instructions contained therein, to be deposited at the Registered Office of the Company at Level 23A, Menara LGB, No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur, Malaysia not less than 48 hours before the stipulated time for holding the EGM or any adjournment thereof. The lodging of the Proxy Form shall not preclude you from attending, participating, speaking and voting in person at the EGM should you subsequently wish to do so.

12. FURTHER INFORMATION

Shareholders are advised to refer to the appendix set out in this Circular for further information.

Yours faithfully, For and on behalf of the Board THRIVEN GLOBAL BERHAD

DATUK FAKHRI YASSIN BIN MAHIADDIN Executive Chairman

13

14

APPENDIX I

FURTHER INFORMATION

1. DIRECTORS' RESPONSIBILITY STATEMENT

This Circular has been seen and approved by the Board, and the Directors collectively and individually accept full responsibility for the accuracy of the information contained herein and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading.

2. CONSENT

UOBKH, being the Adviser for the Proposed Bonus Issue, has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name and all references thereto in the form and context in which they appear in this Circular.

3. DECLARATION OF CONFLICT OF INTERESTS

UOBKH has given its written confirmation that as at the date of this Circular, there is no situation of conflict of interests that exists or is likely to exist in relation to its role as the Adviser to Thriven for the Proposed Bonus Issue.

4. MATERIAL COMMITMENTS

As at the LPD, the Board is not aware of any material commitments incurred or known to be incurred by the Group, upon becoming enforceable, may have a material impact on the financial results/ position of the Group.

5. CONTINGENT LIABILITIES

As at the LPD, the Board is not aware of any contingent liabilities incurred or known to be incurred which, upon becoming enforceable, may have a material impact on the financial results/ position of the Group.

6. MATERIAL LITIGATION

As at the LPD, the Group is not engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, and the Board is not aware and has no knowledge of any proceedings pending or threatened against the Group, or of any facts likely to give rise to any proceedings, which might materially or adversely affect the financial position or business of the Group.

14

15

7. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the registered office of the Company at Level 23A Menara LGB, No 1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur, Malaysia during normal business hours from Monday to Friday (except public holidays) from the date of this Circular up to the date of the forthcoming EGM of the Company:- i. The Constitution (Memorandum and Articles of Association) of Thriven; ii. Audited consolidated financial statements of Thriven Group for the past 2 financial

years up to the FYE 31 December 2017 and the latest quarterly report of Thriven Group for the 3-month FPE 31 March 2018;

iii. The Deed Poll B; and iv. The letter of consent and declaration of conflict of interests referred to in Sections 2

and 3 above, respectively.


15



NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting of Thriven Global Berhad ("Thriven" or the "Company") will be held at Level 23A, Menara LGB, No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur, Malaysia on Thursday, 23 August 2018 at 10.30 a.m., for the purpose of considering and if thought fit, passing with or without modifications the following resolution:-

ORDINARY RESOLUTION

PROPOSED BONUS ISSUE OF UP TO 180,815,579 NEW ORDINARY SHARES IN THRIVEN ("THRIVEN SHARE(S)") ("BONUS SHARE(S)") ON THE BASIS OF 8 BONUS SHARES FOR EVERY 25 EXISTING THRIVEN SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER ("PROPOSED BONUS ISSUE")

THAT subject to approvals of all relevant authorities being obtained where required in respect of the listing of and quotation for up to 180,815,579 Bonus Shares on the Main Market of Bursa Malaysia Securities Berhad, the Board of Directors of Thriven ("Board") be and is hereby authorized to capitalise a total sum of RM7,182,000 from the share premium account and the remaining balance from the retained earnings account of the Company for the purposes of the Proposed Bonus Issue.

THAT the Board is hereby authorised to apply such capitalisation sum for the issuance of up to 180,815,579 Bonus Shares and such new Bonus Shares be allotted on the basis of 8 Bonus Shares for every 25 existing Thriven Shares to the shareholders of the Company whose names appear in the Record of Depositors as at the close of business on an entitlement date to be determined and announced later by the Board.

THAT the Board be and is hereby authorised to deal with any fractional entitlements from the Proposed Bonus Issue if any in such a manner at its absolute discretion as the Board may deem fit and expedient and in the best interest of the Company.

THAT the Bonus Shares will upon allotment and issuance, rank pari passu in all respects with the then existing Thriven Shares save and except that the Bonus Shares will not be entitled to any dividends, rights, allotments, and/ or any other forms of distribution precedes the relevant date of allotment and issuance of the Bonus Shares.

AND THAT the Board be and is hereby authorised to sign and execute all documents, do all acts, deeds and things as may be required to give effect to and complete the Proposed Bonus Issue with full power to assent to any conditions, variations, modifications and/ or amendments in any manner as may be required or permitted by any relevant authorities and to deal with all matters relating thereto and to take all such steps and do all acts, deeds and things for and on behalf of the Company in any manner as they may deem fit or necessary or expedient to implement, finalise give full effect to the Proposed Bonus Issue.

By Order of the Board THRIVEN GLOBAL BERHAD

SEET WAN SING (BC/S/1491) TAN LAI HONG (MAICSA 7057707)Company Secretaries

Kuala Lumpur 6 August 2018

1


Registered Office



Malaysia

6 August 2018

Board of Directors



Dear Sir/ Madam,


1. INTRODUCTION








Notes:-

(i) A member of the Company who is entitled to attend and vote at a general meeting of the Company, may appoint not more than two (2) proxies to attend and vote at the same meeting

(ii) A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy and the proxy shall have the same rights as the member to speak at the meeting

(iii) Where a member of the company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991 ("SICDA"), it may appoint not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account

(iv) Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in 1 securities account ("omnibus account"), there is no limit to the number of proxies which exempt the authorised nominee may appoint in respect of each omnibus account it holds. An attempt authorised nominee refers to an authorised nominee refers to an authorised nominee defined under the SICDA which is exempted from compliance with the provisions of subsection 25A(1) of the SICDA

(v) Where a member or the authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) or more proxies, the proportion shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies

(vi) The instrument appointing the proxy shall be in writing (in the common or usual form) under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under its common seam or under the hand of its officer duly authorised

(vii) The instrument appointing a proxy must be deposited at the Company's Registered Office, Thriven Global Berhad, at Level 23A, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur, Malaysia not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof, or in the case of a poll, not less than twenty-four (24) hours before the time appointed for the taking of the poll, and in default in the instrument of proxy shall not be treated as valid

(viii) For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Securities Berhad to issue a Record of Depositors as at 16 August 2018 and only members whose name appear in the Record of Depositors shall be entitled to attend, participate, speak and vote at this meeting

(ix) Pursuant to Paragraph 8.29A of the Main Market Listing Requirements, voting at the EGM of the Company will be conducted by poll. Independent Scrutineers will be appointed to observe the polling and verify the poll results

(x) Registration will commence at 9.00 a.m. and close at 11.00 a.m. on the day of the meeting. Members and proxies are advised to be punctual. For verification purposes, members and proxies are required to produce their original identification card at the registration counter

(xi) Drinks and light refreshments will be provided. No door gift will be provided by the Company

✄

THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in Malaysia

PROXY FORM CDS Account No.No. of shares held

*I/ We __________________________________________________ ____*NRIC/ Company No._______________________ (FULL NAME IN BLOCK CAPITAL)

of___________________________________________________________________________________________________(FULL ADDRESS)

being a *member/ members of THRIVEN GLOBAL BERHAD (182350-H) hereby appoint _______________________________

____________________________________________*NRIC No./ Passport No. _____________________________________ (FULL NAME IN BLOCK CAPITAL)

of______________________________________________________________________________________________and/ or(FULL ADDRESS)

__________________________________________________________*NRIC No,/ Passport No._______________________ (FULL NAME IN BLOCK CAPITAL)

of___________________________________________________________________________________________________ (FULL ADDRESS)

or failing him/ her, the Chairman of the Meeting as *my/ our proxy to vote for *me/ us on *my/ our behalf at the Extraordinary General Meeting of Thriven Global Berhad ("Company") to be held at Level 23A, Menara LGB, No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur, Malaysia on Thursday, 23 August 2018 at 10.30 a.m. or at any adjournment thereof.

*My/ our proxy(ies) is to vote as indicated below:- RESOLUTION FOR AGAINSTORDINARY RESOLUTION – PROPOSED BONUS ISSUE

Please indicate with an "X" in the space provided how you wish your votes to be cast. In the absence of any specific direction, your proxy(ies) will vote or abstain from voting at his/ her discretion. * Strike out whichever is not desired

Dated this …….......... day of ………..…..….. 2018

…………………………………………………………..

Signature of Member(s)/ Common SealNotes:-

(i) A member of the Company who is entitled to attend and vote at a general meeting of the Company, may appoint not more than two (2) proxies to attend and vote at the same meeting

(ii) A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy and the proxy shall have the same rights as the member to speak at the meeting

(iii) Where a member of the company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991 ("SICDA"), it may appoint not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account

(iv) Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in 1 securities account ("omnibus account"), there is no limit to the number of proxies which exempt the authorised nominee may appoint in respect of each omnibus account it holds. An attempt authorised nominee refers to an authorised nominee refers to an authorised nominee defined under the SICDA which is exempted from compliance with the provisions of subsection 25A(1) of the SICDA

(v) Where a member or the authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) or more proxies, the proportion shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies

(vi) The instrument appointing proxy shall be in writing (in the common or usual form) under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under its common seal or under the hand of its officer duly authorised

(vii) The instrument appointing a proxy must be deposited at the Company's Registered Office, Thriven Global Berhad, at Level 23A, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur, Malaysia not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof, or in the case of a poll, not less than twenty-four (24) hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid

(viii) For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Securities Berhad to issue a Record of Depositors as at 16 August 2018 and only members whose name appear in the Record of Depositors shall be entitled to attend, participate, speak and vote at this meeting

(ix) Pursuant to Paragraph 8.29A of the Main Market Listing Requirements, voting at the EGM of the Company will be conducted by poll. Independent Scrutineers will be appointed to observe the polling and verify the poll results

(x) Registration will commence at 9.00 a.m. and close at 11.00 a.m. on the day of the meeting. Members and proxies are advised to be punctual. For verification purposes, members and proxies are requested to produce their original identification card at the registration counter

(xi) Drinks and light refreshments will be provided. No door gift will be provided by the Company

For appointment of 2 proxies, the percentage of shareholdings to be represented by the proxies:-

No. of Shares Percentage1st Proxy %2nd Proxy %

1


Registered Office



Malaysia

6 August 2018

Board of Directors



Dear Sir/ Madam,


1. INTRODUCTION








AFFIXSTAMP

Fold this flap for sealing

Then fold here

1st fold here

Fold this flap for sealing

Then fold here

The Company Secretaries THRIVEN GLOBAL BERHAD (182350-H)Level 23A, Menara LGB No.1, Jalan Wan Kadir Taman Tun Dr. Ismail 60000 Kuala Lumpur Malaysia

1st fold here

AFFIX STAMP

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