Nagacorp : Proposed Conversion of the TSCLK Complex Convertible Bonds and Application for Whitewash Waiver

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in NagaCorp Ltd., you should at once hand this circular to the purchaser, transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

NAGACORP LTD.

(Incorporated in the Cayman Islands with limited liability)

A letter from the Board is set out on pages 8 to 29 of this circular. A letter from the Independent Board Committee containing its recommendation is set out on page 30 of this circular. A letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders is set out on pages 31 to 49 of this circular.

A notice convening the EGM to be held at Chatham Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Admiralty, Hong Kong on Friday, 21 July 2017 at 2:30 p.m. is set out on pages 144 to 145 of this circular. If you are not able to attend the EGM in person, please complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and, in any event, not less than 48 hours before the time fixed for holding of the EGM or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof (as the case may be) should you so wish.

9 June 2017

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In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

"2011 Transaction Circular" the shareholders' circular of the Company dated 30 December

2011;

"acting in concert" has the meaning ascribed to it in the Code;

"Acquisition" the acquisition by the Company of a 100% equity interest in each of the Target Companies pursuant to the Share Purchase Agreement;

"Anglo Chinese" Anglo Chinese Corporate Finance, Limited, a corporation licensed to carry out type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO, and the Independent Financial Adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders on the proposed conversion of the TSCLK Complex Convertible Bonds in full and the Whitewash Waiver;

"Announcement" the Company's announcement dated 28 March 2017 in relation to, among other things, the proposed conversion of the TSCLK Complex Convertible Bonds in full and the Whitewash Waiver;

"Board" the board of Directors;

"BVI" the British Virgin Islands;

"Cambodia" the Kingdom of Cambodia;

"Capital Restructuring" any change from time to time in the nominal value of the

issued share capital of the Company whether as a result of a sub-division, consolidation, re-classification, re-construction or otherwise;

"City Walk Inc." TanSriChen (Citywalk) Inc., a private company established under the laws of the BVI for the sole purpose of holding the NagaCity Walk Project;

"City Walk Shares" shares representing the entire issued share capital of City

Walk Inc.;

"Code" the Hong Kong Code on Takeovers and Mergers and Share Buy-backs;

"Colliers" Colliers International (Hong Kong) Limited, an independent property valuer;

"Combined Completion" completion of the sale and purchase of TSC Inc. Shares,

where at the time of such completion, TSC Inc. holds the Property Interests of TSCLK Complex and NagaCity Walk;

"Company" NagaCorp Ltd., a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange;

"Completion" the performance with regard to each of the Combined Completion or the Split Completion, as the case may be, by the parties of their respective obligations;

"Consideration Shares" ordinary shares of US$0.0125 each in the issued share capital

of the Company to be issued as consideration for the Acquisition;

"Conversion Price" the relevant conversion price per Conversion Share, subject to adjustment in the event of a Capital Restructuring. The adjustment will not render the Conversion Price falling below the nominal value of an ordinary share in the Company at the material time;

"Conversion Share(s)" the Shares in the issued share capital of the Company to be

issued by the Company upon the exercise by Dr. Chen of the conversion rights attaching to the Convertible Bond(s);

"Convertible Bond(s)" the TSCLK Complex Convertible Bonds and the NagaCity

Walk Convertible Bonds;

"Director(s)" the director(s) of the Company;

"Dr. Chen" or "Seller" Tan Sri Dr. Chen Lip Keong;

"EGM" an extraordinary general meeting of the Company to be held at Chatham Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Admiralty, Hong Kong at 2:30 p.m. on Friday,

21 July 2017 for the purposes of approving the proposed conversion of the TSCLK Complex Convertible Bonds in full and the Whitewash Waiver;

"Executive" the Executive Director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong or any of his delegates;

"Group" the Company and its subsidiaries;