THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank

manager, solicitor, accountant or other 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.

TUNE INS HOLDINGS BERHAD

(Company No. 948454-K)

(Incorporated in Malaysia under the Companies Act, 1965)

CIRCULAR TO SHAREHOLDERS

in relation to the

PROPOSED CHANGE OF NAME FROM TUNE INS HOLDINGS BERHAD TO

TUNE PROTECT GROUP BERHAD

The special resolution in respect of the above proposal will be tabled as Special Business at our Extraordinary

General Meeting ("EGM") to be held at Dillenia Room, Ground Floor, Sime Darby Convention Centre, 1A, Jalan

Bukit Kiara 1, 60000 Kuala Lumpur on Wednesday, 26 August 2015 at 10.00 a.m. The Notice of the EGM

together with the Form of Proxy are enclosed in this Circular.

You are entitled to attend and vote at our EGM or appoint a proxy or proxies to attend and vote on your behalf. If

you wish to do so, you must deposit the Form of Proxy at the office of our Registered Office at B-13-15, Level 13,

Menara Prima Tower B, Jalan PJU 1/39, Dataran Prima, 47301 Petaling Jaya, Selangor Darul Ehsan not less

than 48 hours before the date and time fixed for our EGM. The lodging of the Form of Proxy will not preclude you

from attending and voting in person at our EGM should you subsequently wish to do so.

Last day and time for lodging the Form of Proxy

Date and time of our EGM

:

:

Monday, 24 August 2015 at 10.00 a.m.

Wednesday, 26 August 2015 at 10.00 a.m.

This Circular is dated 4 August 2015

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DEFINITIONS

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

Act : Companies Act, 1965, as amended from time to time and any re-enactment thereof

Board : Board of Directors of TIH

Bursa Securities : Bursa Malaysia Securities Berhad ( 635998-W)

CCM : Companies Commission of Malaysia

Circular : This Circular to shareholders of TIH dated 4 August 2015 in relation to the Proposed Change of Name.

Director(s) : Either an executive director or a non-executive director in accordance with the meaning of Section 4 of the Act

EGM : Extraordinary general meeting

Listing Requirements : Main Market Listing Requirements of Bursa Securities, as amended or expanded from time to time

LPD : 6 July 2015, being the latest practicable date prior to the issuance of this Circular

NA : Net Assets

RM and sen : Ringgit Malaysia and sen, the lawful currency of Malaysia

Proposed Change of Name : The proposed change of name from “Tune Ins Holdings Berhad” to “Tune Protect Group Berhad”

TIH or Company : Tune Ins Holdings Berhad (948454-K)

All references to "our Company" in this Circular means Tune Ins Holdings Berhad and references to "our Group" mean our Company and our subsidiaries. References to "we", "us", "our" and "ourselves" mean our Company, or where the context otherwise requires, our Group.

All references to "you" in this Circular mean the shareholders of our Company, unless the context otherwise requires.

Words denoting the singular shall include the plural and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine and/or neuter genders, and vice versa. References to persons shall include corporations and vice versa.

Any reference to any enactment in this Circular is a reference to that enactment as for the time being amended or re-enacted.

Any reference to time of day in this Circular is a reference to Malaysian time, unless otherwise stated.

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TABLE OF CONTENTS

Page

LETTER TO SHAREHOLDERS IN RELATION TO THE PROPOSED CHANGE OF NAME

1. INTRODUCTION ………………………………………………………………………………….. 1

2. DETAILS ON THE PROPOSED CHANGE OF NAME …………………………………….. 2

3. RATIONALE FOR THE PROPOSED CHANGE OF NAME…………………………………… 2

4. FINANCIAL EFFECTS OF THE PROPOSED CHANGE OF NAME ……………............... 2

5. CONDITIONS AND APPROVALS REQUIRED …………………………………………..... 2

6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS ………….. 2 CONNECTED TO THEM

7. DIRECTORS’ RECOMMENDATION ………………………………………………………......2

8. EGM ………………………………………………………………………………………………...3

9. FURTHER INFORMATION ……………………………………………………………………..3

APPENDIX

FURTHER INFORMATION ……………………………………………………………………………….4

NOTICE OF EGM…………………………………………………………………………………..ENCLOSED

FORM OF PROXY……………………………………………………………………………........ENCLOSED

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TUNE INS HOLDINGS BERHAD (Company No. 948454-K)

(Incorporated in Malaysia under the Companies Act, 1965)

Registered Office B-13-15, Level 13, Menara Prima Tower B, Jalan PJU 1/39, Dataran Prima, 47301 Petaling Jaya Selangor Darul Ehsan 4 August 2015

Board of Directors: Razman Hafidz Bin Abu Zarim (Chairman, Independent Non-Executive Director) Tan Sri Dr. Anthony Francis Fernandes (Non-Independent Non-Executive Director) Datuk Kamarudin Bin Meranun (Non-Independent Non-Executive Director) Tan Hong Kheng (Non-Independent Executive Director) Ng Soon Lai @ Ng Siek Chuan (Independent Non-Executive Director) Tan Ming-Li (Independent Non-Executive Director) To: Our shareholders Dear Sir/Madam,

PROPOSED CHANGE OF NAME

1. INTRODUCTION

On 27 July 2015, TIH announced to Bursa Securities of its intention to change the Company’s name from “Tune Ins Holdings Berhad” to “Tune Protect Group Berhad”. The Purpose of this Circular is to provide you with the relevant information on the proposed change of name, together with our Board’s recommendation and to seek your approval for the resolution pertaining to the proposed change of name to be tabled at the forthcoming EGM. The notice of the forthcoming EGM and the Form of Proxy are enclosed together with this Circular.

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YOU ARE ADVISED TO READ AND CONSIDER THE CONTENTS OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTION RELATING TO THE PROPOSED CHANGE OF NAME TO BE TABLED AT OUR FORTHCOMING EGM

2. DETAILS ON THE PROPOSED CHANGE OF NAME

The Board proposes to change the Company’s name from “Tune Ins Holdings Berhad” to “Tune Protect Group Berhad”. The proposed use of the name “Tune Protect Group Berhad” has been approved by the CCM on 3 June 2015.

3. RATIONALE FOR THE PROPOSED CHANGE OF NAME

The rationale for the Proposed Change of Name is to better reflect the brand and presence in insurance and to create a more distinct corporate identity for the Group and allay confusion amongst potential investors when using the word, “Ins”. The Proposed new name will continue to leverage on Tune Group’s strong regional/global brand and core values.

4. FINANCIAL EFFECTS OF THE PROPOSED CHANGE OF NAME

The Proposed Change of Name is not expected to have any effect on our issued and paid-up share capital, consolidated NA and gearing, consolidated earnings and substantial shareholders’ shareholdings.

5. CONDITIONS AND APPROVALS REQUIRED

The Proposed Change of Name is conditional upon the approvals being obtained from the following parties:-

i. CCM, for the use of the proposed name, “Tune Protect Group Berhad”, which was granted by CCM vide e-mail dated 3 June 2015, and

ii. our shareholders at the forthcoming EGM to be convened.

The Proposed Change of Name, subject to the approval of the shareholders of the Company will be effective from the date of issuance of the Certificate of Incorporation on Change of Name of Company by CCM.

6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS

CONNECTED TO THEM

None of the Directors or major shareholders of the Company as well as persons connected to them, has any interest, direct or indirect, in respect of the Proposed Change of Name.

7. DIRECTORS’ RECOMMENDATION

Our Board, after having considered all aspects of the Proposed Change of Name, is of the opinion that the Proposed Change of Name is in the best interest of our Group and our shareholders.

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Accordingly, our Board recommends that you vote in favour of the special resolution pertaining to the Proposed Change of Name to be tabled at our forthcoming EGM.

8. EGM

Our EGM, the Notice and Form of Proxy of which are enclosed in this Circular will be held at Dillenia Room, Ground Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Wednesday, 26 August 2015 at 10.00 a.m. for the purpose of considering and if thought fit, passing the resolution to give effect to the Proposed Change of Name. If you are unable to attend and vote in person at our EGM, you are requested to complete and return the Form of Proxy enclosed in this Circular to Shareholders, in accordance with the instructions contained therein, so as to arrive at our Registered Office at B-13-15, Level 13, Menara Prima Tower B, Jalan PJU 1/39, Dataran Prima, 47301 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the date and time set for convening our EGM. However, the lodging of the Form of Proxy will not preclude you from attending and voting in person at our EGM should you subsequently wish to do so.

9. FURTHER INFORMATION

Please refer to the attached Appendix for further information. Yours faithfully For and on behalf of the Board of Directors TUNE INS HOLDINGS BERHAD RAZMAN HAFIDZ BIN ABU ZARIM Chairman, Independent Non-Executive Director

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APPENDIX – FURTHER INFORMATION

1. DIRECTORS’ RESPONSIBILITY STATEMENT

Our Board has seen and approved this Circular and they, collectively and individually, accept full responsibility for the accuracy of the information in this Circular. They confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no false or misleading statements in this Circular or other facts which, if omitted, would make any statement in this Circular

false or misleading. 2. MATERIAL CONTRACTS

Save as disclosed below, there are no other material contracts (not being contracts in the ordinary course of business) that have been entered into by our Group within the two (2) years immediately preceding the date of this Circular:

(i) on 20 January 2014, TIH entered into a joint venture agreement (“JV”) with Cozmo Travel LLC for the provision of travel insurance as well as customised travel solutions for independent and corporate travelers. The JV shall operate through a joint venture company to be incorporated under the laws of the Emirate of Dubai, United Arab Emirates (“UAE”) as defined under the Commercial Companies Law of the UAE, under the name of “Tune Arabia LLC”, or such other alternative suitable name mutually agreed by both parties, subject to approval by the competent authorities in UAE.

The joint venture company, under the name of Tune Protect Commercial Brokerage LLC (“Tune Protect”), has been incorporated on 12 March 2014. Cozmo Travel LLC and TIH hold 51% and 49% respectively of the registered value share capital of Tune Protect;

(ii) on 10 March 2014, TIH announced that it intends to invest 49% equity interest in Osotspa Insurance Public Company Limited (“OSI”), a non-life insurance company in Thailand. OSI had, on 10 March 2014, submitted an application to the Office of Insurance Commission Thailand, to increase the foreign ownership limit of OSI to 49% and relax the mandatory minimum quota of Thai national directors from more than three quarters of all directors to more than half of all directors pursuant to Section 9 of the Non-Life Insurance B.E.2535 (1992) of Thailand. On 4 April 2014, TIH announced that the Office of Insurance Commission Thailand had considered and approved that TIH can hold shares of up to 49% of the total number of voting shares issued of OSI. The approval also grants OSI the increase of non-Thai national directors to more than one quarter but less than half of the total number of directors in OSI. TIH had on 30 April 2014 entered into a sale and purchase agreement with Osotspa Company Limited and Stanton Investment Limited to acquire 14,700,000 ordinary shares or 49% of the total number of voting shares of OSI. The acquisition was completed on 2 May 2014.

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APPENDIX – FURTHER INFORMATION (Cont’d)

(iii) on 27 October 2014, TIH announced that Tune Insurance PCC Ltd (“TIPCC”) was

incorporated as a subsidiary of Tune Genre Ltd (“TGR”), a wholly-owned subsidiary of TIH. TIPCC was incorporated as Protected Cell Company Limited. TGR will be the subscriber of one hundred (100) ordinary shares of USD1.00 each for the incorporation of TIPCC. TIPCC is principally engaged in captive insurance business.

(iv) on 5 May 2015, the Company had executed a Conditional Binding Offer Letter to acquire

38,235 ordinary shares of IDR500,000 each or 31.82% of the issued and paid-up shares (or 23.33% of the enlarged share capital) from Dana Pensiun Bank Mandiri Dua, Yayasan Kesejahteraan Pensiun BDN and Dana Pensiun Pertamina, for the purchase consideration of IDR26,764,500,000 or IDR700,000 per share and to subscribe the entirety of 43,707 newly issued shares in PT Asuransi Staco Mandiri (“ASM”) for IDR30,594,900,000 or 26.67% of the enlarged share captital in ASM; and a Cooperation Agreement with PT Cahaya Putratama Abadi (“CPA”) for CPA to assist TIH to become the holding company of ASM, to facilitate the acquisition process of ASM and for CPA to provide further assistance and business development services for the expansion of TIH’s insurance business in Indonesia, for IDR25,500,000,000. The acquisition and cooperation would enable TIH to own a total of 81,942 shares or 50% plus 1 share equity interest in ASM at a collective purchase consideration of IDR82,859,400,000 (equivalent to approximately RM22.79 million). The investment in ASM is subject to the approval of Bank Negara Malaysia and Otoritas Jasa Keuangan Indonesia (“OJK”). An application for approval with respect to the proposed investment and change in shareholding in ASM has also been submitted to the regulator, OJK by ASM.

3. MATERIAL LITIGATION

As at the LPD, neither we nor our subsidiaries are engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, and our Board does not know of any proceedings, pending or threatened, against our Group, or of any fact likely to give rise to any proceedings which may materially and adversely affect our financial position or business.

4. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents or copies of them are available for inspection at our registered office B-13-15, Level 13, Menara Prima Tower B, Jalan PJU 1/39, Dataran Prima, 47301 Petaling Jaya, Selangor Darul Ehsan during normal business hours from Mondays to Fridays (except public holidays) from the date of this Circular up to and including the date of our EGM: (i) our Memorandum and Articles of Association;

(ii) our audited consolidated financial statements for the years ended 31 December 2013 and

31 December 2014; and

(iii) the material contracts referred to in Section 2 of this Appendix.

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TUNE INS HOLDINGS BERHAD (Company No.: 948454-K) (“TIH” or “the Company”) Incorporated in Malaysia

Notice of Extraordinary General Meeting

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting (“EGM”) of Tune Ins Holdings Berhad (948454-

K) (“TIH” or “the Company”) will be held at Dillenia Room, Ground Floor, Sime Darby Convention Centre, 1A, Jalan

Bukit Kiara 1, 60000 Kuala Lumpur on Wednesday, 26 August 2015 at 10.00 a.m., or at any adjournment thereof, for

the purpose of considering and, if thought fit, passing the following resolution, with or without modifications:-

SPECIAL RESOLUTION PROPOSED CHANGE OF NAME FROM TUNE INS HOLDINGS BERHAD TO TUNE PROTECT GROUP BERHAD

“THAT the name of the Company be changed from TUNE INS HOLDINGS BERHAD to TUNE PROTECT GROUP

BERHAD to take effect from the date of Certification of Incorporation on Change of Name of Company (Form13) to be issued by the Companies Commission of Malaysia and that all references in the Memorandum and Articles of Association of the Company in relation to the name TUNE INS HOLDINGS BERHAD, wherever the same may appear, shall be deleted and substituted with TUNE PROTECT GROUP BERHAD (“Proposed Change of Name”); AND THAT the Board of Directors of the Company be and are hereby authorised to give effect to the Proposed Change

of Name with full power to assent to any condition, modification, variation and/or amendment (if any) as may be required by the relevant authorities.”

By Order of the Board

JASMINDAR KAUR A/P SARBAN SINGH

(MAICSA 7002687)

Company Secretary

Selangor Darul Ehsan

4 August 2015

NOTES ON APPOINTMENT OF PROXY

a. A member must be registered in the Record of Depositors at 5.00 p.m. on 19 August 2015 (“General Meeting

Record of Depositors”) in order to attend and vote at the Meeting. A depositor shall not be regarded as a Member

entitled to attend the Meeting and to speak and vote thereat unless his name appears in the General Meeting

Record of Depositors. Any changes in the entries on the Record of Depositors after the abovementioned date and

time shall be disregarded in determining the rights of any person to attend and vote at the Meeting.

b. A member entitled to attend and vote is entitled to appoint up to two proxies (or in the case of a corporation, to

appoint a representative), to attend and vote in his stead. There shall be no restriction as to the qualification of the

proxy(ies).

c. The Proxy Form in the case of an individual shall be signed by the appointor or his attorney, and in the case of a

corporation, either under its common seal or under the hand of an officer or attorney duly authorised.

d. Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportion of his

shareholdings to be represented by each proxy.

e. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company

for multiple beneficial owners in one (1) securities account (“omnibus account”), there is no limit to the number of

proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

f. The Proxy Form or other instruments of appointment shall not be treated as valid unless deposited at the

Registered Office of the Company at B-13-15, Level 13, Menara Prima Tower B, Jalan PJU 1/39, Dataran Prima,

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47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours before the time set for

holding the meeting. Faxed copies of the duly executed form of proxy are not acceptable.

EXPLANATORY NOTE:

The proposed Special Resolution on the proposed change of name of the Company to Tune Protect Group Berhad is to

create a more distinct corporate identity for the Company to better reflect the dynamic and holistic business activities and

branding of the Group. Approval for the use of name had been obtained from Companies Commission of Malaysia

(“CCM”). The change of name of the Company, if approved by the shareholders, will be effective from the date of

issuance of the Certificate of Incorporation on Change of Name of Company by CCM.

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PROXY FORM

TUNE INS HOLDINGS BERHAD (Company No. 948454-K)

Incorporated in Malaysia

I/We _________________________________________________________________________________________________

(FULL NAME IN BLOCK LETTERS)

NRIC No./Co No.: __________________________________________ of ________________________________________

(COMPULSORY) (ADDRESS)

being a Member of TUNE INS HOLDINGS BERHAD (‘‘the Company’’) hereby appoint ____________________________

(FULL NAME IN BLOCK LETTERS)

NRIC No.: __________________________________________________ of ________________________________________

(COMPULSORY) (ADDRESS)

and/or _______________________________________________________ NRIC No.: _______________________________

(FULL NAME IN BLOCK LETTERS) (COMPULSORY)

of ______________________________________________ _____________________________________________________

(ADDRESS)

as my / our proxy(ies) to vote in my / our name and on my / our behalf at the Extraordinary General Meeting of the

Company to be held at Dillenia Room, Ground Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000

Kuala Lumpur on Wednesday, 26 August 2015 at 10.00 a.m. and at any adjournment of such meeting and to vote as

indicated below:

SPECIAL RESOLUTION For Against

Proposed Change of Name from Tune Ins Holdings Berhad to Tune Protect Group Berhad

(Please indicate with an “X” in the spaces provided how you wish your votes to be cast. If you do not do so, the proxy will

vote or abstain from voting as he thinks fit)

No. of shares held:

CDS Account No.:

The proportion of my/our

holding to be represented by

my/our proxies are as follows:

First Proxy : __________%

Second Proxy : __________%

Date: Signature of Shareholder/Common Seal

NOTES ON APPOINTMENT OF PROXY

a. A member must be registered in the Record of Depositors at 5.00 p.m. on 19 August 2015 (“General Meeting Record of Depositors”) in order to attend and

vote at the Meeting. A depositor shall not be regarded as a Member entitled to attend the Meeting and to speak and vote thereat unless his name appears in

the General Meeting Record of Depositors. Any changes in the entries on the Record of Depositors after the abovementioned date and time shall be

disregarded in determining the rights of any person to attend and vote at the Meeting.

b. A member entitled to attend and vote is entitled to appoint up to two proxies (or in the case of a corporation, to appoint a representative), to attend and vote in

his stead. There shall be no restriction as to the qualification of the proxy(ies).

c. The Proxy Form in the case of an individual shall be signed by the appointor or his attorney, and in the case of a corporation, either under its common seal or

under the hand of an officer or attorney duly authorised.

d. Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented by each

proxy.

e. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1)

securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each

omnibus account it holds.

f. The Proxy Form or other instruments of appointment shall not be treated as valid unless deposited at the Registered Office of the Company at B-13-15, Level

13, Menara Prima Tower B, Jalan PJU 1/39, Dataran Prima, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours before

the time set for holding the meeting. Faxed copies of the duly executed form of proxy are not acceptable.

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Postage Stamp

The Company Secretary,

TUNE INS HOLDINGS BERHAD (948454-K)

B-13-15, Level 13, Menara Prima Tower B

Jalan PJU 1/39, Dataran Prima

47301 Petaling Jaya

Selangor Darul Ehsan

Malaysia

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