(PROPOSED ICON ACQUISITION AND PROPOSED ORKIM ACQUISITION TO BE COLLECTIVELY REFERRED TO AS PROPOSED ACQUISITIONS )

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1 UMW OIL & GAS CORPORATION BERHAD ( UMW-OG OR COMPANY ) (I) (II) PROPOSED ACQUISITION OF 497,768,820 ORDINARY SHARES OF RM0.50 EACH IN ICON OFFSHORE BERHAD ( ICON ) ( ICON SHARES ), REPRESENTING APPROXIMATELY 42.3% EQUITY INTEREST IN ICON, FOR A PURCHASE CONSIDERATION OF RM248,884,410 OR RM0.50 PER ICON SHARE ( ICON PURCHASE CONSIDERATION ) TO BE SATISFIED VIA THE ISSUANCE OF 311,105,513 NEW ORDINARY SHARES OF RM0.50 EACH IN UMW-OG ("UMW-OG SHARES") AT AN ISSUE PRICE OF RM0.80 PER UMW-OG SHARE ("PROPOSED ICON ACQUISITION"); PROPOSED ACQUISITION OF 37,087,725 ORDINARY SHARES OF RM1.00 EACH IN ORKIM SDN BHD ( ORKIM ) ( ORKIM SHARE ), REPRESENTING APPROXIMATELY 95.5% EQUITY INTEREST IN ORKIM, FOR A CASH CONSIDERATION OF RM472,725,000 ( ORKIM PURCHASE CONSIDERATION ) ( PROPOSED ORKIM ACQUISITION ); (PROPOSED ICON ACQUISITION AND PROPOSED ORKIM ACQUISITION TO BE COLLECTIVELY REFERRED TO AS PROPOSED ACQUISITIONS ) (III) (IV) (V) (VI) PROPOSED MANDATORY GENERAL OFFER ( MGO ) FOR ALL THE REMAINING ICON SHARES NOT ALREADY OWNED BY UMW-OG AND PERSONS ACTING IN CONCERT WITH IT ( PAC ) AFTER THE PROPOSED ICON ACQUISITION INCLUDING ALL NEW ICON SHARES THAT MAY BE ISSUED PRIOR TO THE CLOSING OF THE PROPOSED MGO (AS DEFINED BELOW) ARISING FROM THE EXERCISE OF OUTSTANDING OPTIONS GRANTED PURSUANT TO ICON S EMPLOYEES SHARE SCHEME ( REMAINING ICON SHARES ) ( PROPOSED MGO ); PROPOSED RENOUNCEABLE RIGHTS ISSUE OF NEW UMW-OG SHARES ( RIGHTS SHARES ) TOGETHER WITH FREE DETACHABLE WARRANTS ( WARRANTS ) TO RAISE GROSS PROCEEDS OF APPROXIMATELY RM1.8 BILLION ( PROPOSED RIGHTS ISSUE WITH WARRANTS ); PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF UMW-OG FROM RM2,500,000,000 COMPRISING 5,000,000,000 UMW-OG SHARES TO RM5,000,000,000 COMPRISING 10,000,000,000 UMW-OG SHARES ( PROPOSED IASC ); AND PROPOSED AMENDMENTS TO THE MEMORANDUM ( MEMORANDUM ) OF UMW-OG ( PROPOSED AMENDMENT ) (COLLECTIVELY TO BE REFERRED TO AS PROPOSALS ) 1. INTRODUCTION On behalf of the Board of Directors of UMW-OG ( Board ), Maybank Investment Bank Berhad ( Maybank IB ) wishes to announce that the Company has on 19 January 2017 entered into the following agreements: (i) conditional share purchase agreement with Hallmark Odyssey Sdn. Bhd. ( HOSB ) for the Proposed ICON Acquisition (to be referred to as ICON SPA ); and conditional share purchase agreement with Tetap Kuasa Sdn Bhd ( TKSB ) for the Proposed Orkim Acquisition (to be referred to as Orkim SPA ). Upon completion of the Proposed ICON Acquisition, UMW-OG s shareholding in ICON will increase from nil to approximately 42.3%. Accordingly, pursuant to Section 218(2) of the Capital Markets & Services Act, 2007 ( CMSA ) and Paragraph 4.01(a) of Part B, Rule 4 of the Rules on Take-Overs, Mergers and Compulsory Acquisitions ( Rules ), UMW-OG will be obliged to extend the Proposed MGO. UMW-OG will serve the notice of MGO on the Board of Directors of ICON upon the ICON SPA becoming unconditional, in accordance with Paragraph 9.10 of the Rules ( Notice ). 1

2 Following the Proposed Acquisitions and the Proposed MGO, the Company is also proposing to undertake the Proposed Rights Issue With Warrants, the Proposed IASC and the Proposed Amendment. 2. DETAILS OF THE PROPOSALS 2.1 Proposed Acquisitions Proposed ICON Acquisition Background information on the Proposed ICON Acquisition The Proposed ICON Acquisition entails the acquisition of 497,768,820 ICON Shares ( ICON Sale Shares ) from HOSB for a purchase consideration of RM248,884,410 to be satisfied via the issuance of 311,105,513 new UMW-OG Shares ( Consideration Shares ) at an issue price of RM0.80 per UMW-OG Share ( Issue Price ). The Proposed ICON Acquisition is subject to the terms and conditions of the ICON SPA Background information on ICON ICON was incorporated in Malaysia under the Companies Act, 1965 ( Act ) as a private limited company on 30 March 2012 under the name of Kota Bayu Ekuiti Sdn Bhd. and commenced its business on even date. It was converted into a public company on 12 July 2012 and assumed its present name on 25 October ICON was listed on the Main Market of Bursa Malaysia Securities Berhad ( Bursa Securities ) on 25 June As at 31 December 2015, ICON has an authorised share capital of RM1,500,000,000 divided into 2,994,000,000 ICON Shares and 300,000,000 Islamic redeemable convertible preference shares of RM0.01 each, of which 1,177,185,100 ICON Shares have been issued and are fully paid-up. ICON is principally involved in investment holding whilst its subsidiaries are principally engaged in vessel owning/leasing and provision of vessel chartering and ship management services to oil and gas ( O&G ) related industries. (ICON and its subsidiaries are to be collectively referred to as ICON Group ) As at 31 December 2015, the ICON Group has 33 vessels available for charter and operating in waters off Malaysia, Brunei and Thailand. Its fleet consists of 21 anchor handling tug and supply vessels which makes up 68% of its total fleet, 3 smaller anchor handling tug vessels, 4 straight supply vessels, 2 platform supply vessels, 2 AWB vessels and 1 utility tug vessel. (Source : Announcements released by ICON, ICON s 2015 Annual Report and ICON s prospectus dated 30 May 2014) A summary of the financial information of ICON for the past three (3) financial years ended ( FYE ) 31 December 2013 to 31 December 2015 and nine (9)- month financial period ended ( FPE ) 30 September 2016 is set out in Appendix I of this Announcement. 2

3 Background information on HOSB HOSB was incorporated in Malaysia under the Act as a private limited company on 15 May As at 30 December 2016, the authorised share capital of HOSB is RM1,000,000 comprising 1,000,000 ordinary shares of RM1.00 each ( HOSB Shares ), of which 389,853 HOSB Shares have been issued and credited as fully paid-up. HOSB is currently an investment holding company. As at 30 December 2016, the directors of HOSB are Syed Yasir Arafat bin Syed Abd Kadir and Nik Johaan bin Nik Hashim. The shareholders of HOSB are E-Cap (Internal) One Sdn. Bhd. ( E-Cap 1 ) and E-Cap (Internal) Two Sdn. Bhd. ( E-Cap 2 ). E-Cap 1 and E-Cap 2 are wholly-owned by Ekuinas Capital Sdn Bhd ( ECSB ) which is in turn a whollyowned subsidiary of Yayasan Ekuiti Nasional ( YEN ), a specific trust foundation whose mandate is to enhance and grow Bumiputera equity interest. YEN is holding the endowment provided by the Malaysian Government to Ekuiti Nasional Berhad ( Ekuinas ) under the 9 th Malaysia Plan and 10 th Malaysia Plan in the form of a grant which is being held in trust. The funds held under YEN are directed into ECSB as the fund company that holds the investable capital and managed by Ekuinas which in turn provides private equity fund management services to ECSB pursuant to a global fund management agreement between ECSB and Ekuinas, both being whollyowned subsidiaries of YEN Salient terms of the ICON SPA (a) ICON Purchase Consideration The consideration for the purchase of the ICON Sale Shares of RM248,884,410 was derived based on the price of RM0.50 for every ICON Sale Share ( ICON Offer Price ), subject to adjustment where ICON declares any dividend and/or other distribution in respect of the ICON Sale Shares and the entitlement date is prior to the completion of the ICON SPA ( ICON Completion Date ), the ICON Offer Price shall be reduced by the quantum of the net dividend and/or distribution per ICON Share that HOSB is entitled to receive, and which will consequently reduce the ICON Purchase Consideration. The ICON Purchase Consideration shall be satisfied by the Company by the allotment and issuance of 311,105,513 new UMW-OG Shares to HOSB at the Issue Price, subject to adjustment where the Company declares any dividend and/or other distribution to its shareholders and the entitlement date is prior to the ICON Completion Date, the Issue Price shall be reduced by the quantum of the net dividend and/or distribution per UMW-OG Share declared by the Company, which will consequentially increase the number of Consideration Shares to be issued to HOSB. The Consideration Shares shall rank pari passu with the existing UMW-OG Shares. Where the Proposed MGO is undertaken at (or revised to) a price per ICON Share which is higher than the ICON Offer Price, the Company shall pay HOSB the difference in cash on a RM for RM basis multiplied by the number of ICON Sale Shares ( Top-Up Amount ). 3

4 (b) Conditions precedent The completion of the ICON SPA is conditional upon the following conditions being fulfilled, waived or completed ( Conditions Precedent ) by the date falling three (3) months from the date of the ICON SPA or such other later date as may be agreed in writing between the parties ( Cut-Off Date ): UMW-OG s Conditions Precedent (i) (iii) (iv) UMW-OG delivering a notice to HOSB, within four (4) weeks from 2 February 2017 that the results of the due diligence on the ICON Group, based on the agreed scope, is satisfactory to UMW-OG; the approval of the shareholders of UMW-OG for the Proposed ICON Acquisition, the allotment and issuance of the Consideration Shares, undertaking the Proposed MGO (including any compulsory acquisition of the ICON Shares, if applicable) and the Proposed Rights Issue With Warrants; the approval or consent of the creditors and such other counterparties to the contracts of the UMW-OG Group, where required for the Proposed ICON Acquisition, the issuance of the Consideration Shares and the Proposed Rights Issue With Warrants; the granting of approvals or consents from the relevant authorities to the UMW-OG Group, where required for the Proposed ICON Acquisition, the issuance of the Consideration Shares, undertaking for the Proposed MGO (including any compulsory acquisition of the ICON Shares, if applicable) and the Proposed Rights Issue With Warrants but not limited to: a. approval of Bursa Securities for the listing of and quotation for the Consideration Shares (including such additional new UMW-OG Shares to be issued as consideration pursuant to the Proposed MGO and compulsory acquisition, if applicable) and the new UMW-OG Shares and Warrants to be issued by UMW-OG pursuant to the Proposed Rights Issue With Warrants (including upon exercise of the Warrants); and b. approval of Bursa Malaysia Securities Clearing Sdn Bhd for the ICON Sale Shares to be transacted by way of a direct business transaction without payment of the ICON Purchase Consideration in cash; (v) the issuance and receipt by UMW-OG of the undertaking by UMW Holdings Berhad ( UMWH ) (or such new major shareholders of UMW-OG if any, who may emerge if any, following any corporate exercise undertaken by UMWH) to vote in favour of the Proposed ICON Acquisition, the allotment and issuance of the Consideration Shares, undertaking the Proposed MGO (including any compulsory acquisition of ICON Shares, if applicable) and the Proposed Rights Issue With Warrants at the extraordinary general meeting ( EGM ) of UMW-OG convened for such purpose; 4

5 (vi) the issuance and receipt by UMW-OG of the letter(s) of undertaking by UMWH (or such new major shareholders of UMW-OG if any, who may emerge if any, following any corporate exercise undertaken by UMWH) to: a. fully subscribe for its entitlement to the Proposed Rights Issue With Warrants as a shareholder of UMW- OG; and b. that as at the books closure date of the Proposed Rights Issue With Warrants, UMWH (or such new major shareholders of UMW-OG if any, who may emerge if any, following any corporate exercise undertaken by UMWH) will together be the beneficial owner of not less than 997,000,000 UMW-OG Shares; (vii) the receipt and acceptance by UMW-OG of a letter of commitment/letter of offer in relation to the financing of such amount as required by UMW-OG to undertake the Proposed MGO (including compulsory acquisition) ( MGO Consideration ) issued by UMW-OG s financier (or in the case of financing through a debt instrument, the letter of commitment issued by the arranger of the debt instrument) and the financing for such MGO Consideration is confirmed by the financier/arranger to be available for utilisation/drawdown by UMW-OG; HOSB s Conditions Precedent (i) (iii) (iv) HOSB delivering a notice to UMW-OG, within four (4) weeks from 2 February 2017 that the results of the due diligence on the UMW-OG Group, based on the agreed scope, is satisfactory to HOSB; the approval or consent of the creditors and such other counterparties to the contracts of the ICON Group, where required for or arising from the transfer of the ICON Sale Shares, undertaking the Proposed MGO (including any compulsory acquisition of the ICON Shares, if applicable) and change in ICON s shareholders; the granting of approvals or consents from the relevant authorities to the ICON Group, where required for or arising from the transfer of the ICON Sale Shares, undertaking the Proposed MGO (including any compulsory acquisition of the ICON Shares, if applicable) and change in ICON s shareholders; the issuance and receipt by UMW-OG of the letter of undertaking by HOSB to: a. fully subscribe for its entitlement to the Proposed Rights Issue With Warrants as a shareholder of UMW- OG upon completion of the ICON SPA ("HOSB Entitlement Amount"); and b. submit an application for excess securities equivalent to the subscription price of RM550,000,000 plus the Top-Up Amount (if any) less the HOSB Entitlement Amount; 5

6 UMW-OG s and HOSB s Conditions Precedent (i) The Orkim SPA becoming unconditional in accordance with its terms; and the receipt by UMW-OG of the letter(s) of undertaking by such other shareholder(s) of ICON agreeing to maintain their shareholding in ICON and to accept the Proposed MGO in respect of their shareholding such that, if the letter(s) of undertaking are performed, the Proposed MGO will become unconditional as to acceptances. HOSB and UMW-OG may mutually agree to waive any of the Conditions Precedent, except for such Condition Precedent which is required to be fulfilled for legal or regulatory reasons. The ICON SPA shall become unconditional on the day that the last of the Conditions Precedent has been fulfilled or waived ("ICON Unconditional Date"). (c) Due diligence (i) UMW-OG and HOSB shall respectively use reasonable endeavours to grant the other party and its professional advisers reasonable access (such access to be granted no later than 2 February 2017) to the premises of the ICON Group / UMW-OG Group and such books, title deeds, records, accounts and other documentation as may be reasonably agreed between the parties to complete its due diligence based on the agreed due diligence scope. Agreed scope of due diligence: a. balance sheet and cash flow items; b. regulatory licenses and material contracts; c. tax filings; and d. technical due diligence on material assets. (iii) The parties acknowledge that if UMW-OG and/or HOSB does not issue the notice that the due diligence is satisfactory, and does not otherwise notify the other party that the due diligence is not satisfactory within four (4) weeks from 2 February 2017, the Conditions Precedent relating to due diligence are deemed fulfilled. (d) Further obligations UMW-OG acknowledges and agrees that: (i) to the extent any conditions for the listing and quotation of the Consideration Shares on Bursa Securities are required to be fulfilled on or before the listing date of the Consideration Shares, such conditions shall be fulfilled within the prescribed timeframe; on the ICON Unconditional Date, it will undertake the Proposed MGO; 6

7 (iii) within five (5) months of the ICON Completion Date, UMW- OG shall undertake the Proposed Rights Issue With Warrants. The proceeds of the Proposed Rights Issue With Warrants shall be utilised for, amongst others, the following: a. RM750,000,000 for the repayment of debt and working capital of the UMW-OG Group; and b. RM150,000,000 for the repayment of debt and working capital of the ICON Group. Each Warrant will allow the Warrant holder to subscribe for one (1) new UMW-OG Share at an exercise price of not more than a premium of 20% to the theoretical ex-rights price per UMW-OG Share following the Proposed Rights Issue With Warrants, calculated on the date of the announcement of the issue price of the Rights Shares, to be exercisable at any time after six (6) months but before the expiry of seven (7) years from the date of issuance of the Warrants; and (iv) (v) it will use its best endeavours to secure an underwriting arrangement for the entire Proposed Rights Issue With Warrants from a syndicate of reputable local and international banks, less the shares agreed to be subscribed by HOSB and UMWH (or such new major shareholders of UMW-OG if any, who may emerge if any, following any corporate exercise undertaken by UMWH) pursuant to the letters of undertaking. within ten (10) business days of the date of allotment and issuance of all of the new UMW-OG Shares under the Proposed Rights Issue With Warrants (including any excess shares) ( Allotment Date ) and provided that HOSB is the beneficial owner of 10% or more of the issued and paid-up ordinary share capital of UMW-OG as at the Allotment Date, HOSB duly delivering the nomination notice to the Company Secretary of UMW-OG not later than three (3) business days after the Allotment Date and the parties complying with Chapter 15 of the listing requirements of Bursa Securities, UMW-OG shall deliver to HOSB an extract, certified as true by the director and company secretary of UMW-OG, of the resolution passed by the directors of UMW- OG authorising and/or approving the appointment of the following number of nominees of HOSB as directors of UMW- OG, with the appointment being effective immediately: a. one (1) nominee, where HOSB is the beneficial owner of 10% or more of the issued and paid-up ordinary share capital of UMW-OG but less than 20% of the issued and paid-up ordinary share capital of UMW- OG as at the Allotment Date; and b. two (2) nominees, where HOSB is the beneficial owner of 20% or more of the issued and paid-up ordinary share capital of UMW-OG as at the Allotment Date. (e) Termination 7

8 (i) If any of the Conditions Precedent shall not have been fulfilled or waived on or prior to the Cut-Off Date, the ICON SPA shall automatically terminate and cease to be of any effect except the effective clauses (i.e. definitions and interpretation, confidentiality and boilerplate provisions) which shall remain in force and save in respect of claims arising out of any antecedent breach of the ICON SPA. If before the ICON Completion Date: (a) (b) (c) (d) (e) there is a breach of representation, warranty or statement which is made by UMW-OG or HOSB in the ICON SPA, which if capable of being remedied is not remedied within fourteen (14) days from the date of notification by the non-defaulting party to the defaulting party; there is any breach of the pre-completion terms or conditions by UMW-OG or HOSB, which if capable of being remedied is not remedied within fourteen (14) days from the date of notification by the non-defaulting party to the defaulting party; a petition for winding-up is presented against UMW- OG or ICON or any of their material subsidiaries, and such petition is not struck out within thirty (30) days of the service of the petition on UMW-OG or ICON or any of their material subsidiaries; an order is made, a members resolution is passed or any legislation enacted for the winding-up of UMW-OG or ICON or any of their material subsidiaries; and an administrator, a receiver and/or manager is appointed by the High Court of Malaya or any creditor pursuant to a debenture or any other security document in favour of such creditor over the undertaking, assets and/or properties of UMW-OG or ICON or any of their material subsidiaries or any part of their undertakings, assets and/or properties, the non-defaulting party may exercise its right of termination under the ICON SPA by giving written notice to the defaulting party before the ICON Completion Date, without affecting any of its other rights and remedies as may be available to the nondefaulting party at law or in equity or as specified in the ICON SPA to claim damages which it has suffered or incurred as a result of such breach by the defaulting party or such termination occurring Basis and justification for the ICON Purchase Consideration The ICON Purchase Consideration was arrived at on a willing buyer-willing seller basis after taking into consideration the following: (i) historical and prevailing market prices of ICON Shares; audited consolidated net assets ( NA ) of ICON as at 31 December 2015 of approximately RM million and unaudited consolidated 8

9 NA of ICON as at 30 September 2016 of approximately RM million; and (iii) audited earnings before interest, amortisation and taxation ( EBITDA ) of the ICON Group for the FYE 31 December 2015 of RM128.1 million, after adjusting for exceptional items namely, impairment loss on vessels and goodwill of approximately RM376.0 million. The ICON Purchase Consideration represents the following: (i) premium of approximately 16.3%, 22.0% and 25.0% to the 5-day, 1- month and 3-month volume weighted average market price ( VWAMP ) of ICON Shares up to and including 18 January 2017 (being the last full trading day prior to the suspension in the trading of ICON Shares for purposes of this Announcement) of RM0.43, RM0.41 and RM0.40 respectively; (iii) price-to-book ratio ( PBR ) of approximately 0.82 times based on the audited consolidated NA of ICON as at 31 December 2015 and unaudited NA of the ICON Group as at 30 September 2016; and enterprise value ( EV ) to EBITDA ( EV/EBITDA ) multiple of approximately 9.51 times based on the enterprise value of the ICON Group for the FYE 31 December 2015 of approximately RM1,217 million and audited EBITDA of the ICON Group for the FYE 31 December 2015, after adjusting for exceptional items namely, impairment loss on vessels and goodwill of approximately RM376.0 million. 9

10 There are no companies listed on the Main Market of Bursa Securities which is identical or similar to ICON in terms of composition of business, scale of operations, track record, marketability and liquidity of shares, and risk profile. However, for comparison purposes only, the following companies listed on the Main Market of Bursa Securities and Singapore Exchange where more than 75% of their revenue is contributed by the provision of offshore support services have been selected by the management of UMW-OG ( Selected Comparable Companies ), although they may, in fact, not be directly comparable to ICON: Name of company Dayang Enterprise Holdings Bhd. Country of listing Malaysia Principal activities Provides offshore maintenance services and also offers minor fabrication operations, offshore hook-ups, and commissioning and chartering of marine vessels to the O&G industry Market capitalisation as at 18 January 2017 Audited NA (3) Enterprise value Audited EBITDA (3) PBR (1) EV/ EBITDA (2) (RM million) (RM million) (RM million) (RM million) (times) (times) , , Alam Maritim Resources Berhad Malaysia Provides offshore services to the O&G exploration and production industry PACC Offshore Services Holdings Ltd. (5) Singapore Provides offshore solutions to the offshore construction, subsea, and deepwater markets, and operates a fleet of offshore utility vessels that serve various phases of oilfield development 1, , (4) 4, CH Offshore Ltd (5) Singapore Owns and charters vessels to support and service the offshore O&G industry and also provides seismic surveys, towing and anchor handling of drill rigs and equipment, and transportation of supplies and personnel (4) Pacific Radiance Ltd. (5) Singapore Owns and operates offshore vessels and provides subsea services, shipyard services, marine equipment as well as project logistics to the O&G industry around the world , (4) Average High Low (Source: Extracted from S&P Capital IQ and Bloomberg as at 18 January 2017) 10

11 Notes: (1) Computed based on market capitalisation over audited NA (2) Computed based on enterprise value over audited EBITDA (3) Based on the latest audited financial results of the respective comparable companies (4) Based on USD:MYR exchange rate of 1:4.45 as at 18 January 2017 (5) Based on Singapore Dollar:MYR exchange rate of 1:3.13 as at 18 January 2017 Based on the table above, the PBR represented by the ICON Purchase Consideration of approximately 0.82 times falls outside the range of the PBR of the Selected Comparable Companies of between 0.18 times and 0.77 times. However, the EV/EBITDA multiple represented by the ICON Purchase Consideration of approximately 9.51 times falls within the range of the EV/EBITDA multiple of the Selected Comparable Companies of between 8.32 times and times and is lower than the average EV/EBITDA multiple of the Selected Comparable Companies of times. In justifying the ICON Purchase Consideration, UMW-OG had taken into consideration the following: (i) (iii) the Proposed ICON Acquisition enables UMW-OG to obtain control of ICON and become a controlling shareholder of ICON after the completion of the Proposed ICON Acquisition and the Proposed MGO and will result in ICON becoming a subsidiary of UMW-OG based on the undertakings to be received by UMW-OG from shareholders of ICON pursuant to the Conditions Precedent under the ICON SPA such that the Acceptance Condition under the Proposed MGO will be fulfilled; strategic rationale of the Proposed ICON Acquisition and Proposed Orkim Acquisition which will allow the UMW-OG Group to become an integrated offshore service provider; and earnings potential of the ICON Group on the back of rising utilisation rate of ICON s vessels as can be seen in the past 3 quarters from 45% as at 31 March 2016 to 52.7% as at 30 September Basis and justification for the Issue Price The Issue Price was arrived at on a willing buyer-willing seller basis after taking into account the following: (i) (iii) PBR of approximately 0.52 times based on the audited consolidated NA of UMW-OG as at 31 December 2015 of approximately RM3,333.0 million and approximately 0.59 times based on the unaudited consolidated NA of UMW-OG as at 30 September 2016 of approximately RM2,942.2 million; and EV/EBITDA multiple of approximately times based on the enterprise value of the UMW-OG Group for the FYE 31 December 2015 of approximately RM4,770 million and the audited consolidated EBITDA of UMW-OG for the FYE 31 December 2015 of approximately RM309.5 million (excluding impairment provisions of RM347.7 million). 11

12 The Issue Price also represents a discount of approximately 12.50% to the 5- day volume weighted average market price of UMW-OG Shares up to and including 18 January 2017 (being the last full trading day prior to the suspension in the trading of UMW-OG Shares for purposes of this Announcement) of RM0.90. The issuance of the Consideration Shares will enable the Company to enhance its capital base and improve the gearing position of the UMW-OG Group and at the same time, minimise impact to its cash flow ,7 Ranking and listing of the Consideration Shares The Consideration Shares shall, upon allotment and issuance, rank equally in all respects with the existing UMW-OG Shares except that they shall not be entitled to any dividend, right, allotment and/or other distribution, the entitlement date of which is prior to the allotment date of the Consideration Shares. An application will be made to Bursa Securities for the listing and quotation of the Consideration Shares on the Main Market of Bursa Securities Proposed Orkim Acquisition Background information on the Proposed Orkim Acquisition The Proposed Orkim Acquisition entails the acquisition of 37,087,725 Orkim Shares ( Orkim Sale Shares ) from TKSB for a total cash consideration of RM472,725,000 or approximately RM12.75 per Orkim Share. The Proposed Orkim Acquisition is subject to the terms and conditions of the Orkim SPA Background information on Orkim Orkim was incorporated in Malaysia under the Act as a private limited company on 26 March As at 30 December 2016, the authorised share capital of Orkim is RM50,000,000 comprising 50,000,000 Orkim Shares, of which 38,835,314 Orkim Shares have been issued and credited as fully paid-up. Orkim is principally involved in investment holding whilst its subsidiaries are principally engaged in shipping operations, ship brokering and shipping management of clean petroleum product ( CPP ) for the petroleum shipping industry and TKSB holds 95.5% equity interest in Orkim. (Orkim and its subsidiaries are to be collectively referred to as Orkim Group ) As at 30 December 2016, Orkim owns and operates a fleet of 14 CPP and 2 liquefied petroleum gas ( LPG ) marine transportation vessels. 9 CPP marine transportation vessels are currently chartered to Petronas and 4 to Shell principally under long term contracts. The remaining 1 marine transportation vessel is currently finalising charter contracts with Shell. Orkim is currently the largest CPP marine transportation vessels provider in Malaysia, reportedly having a 30% market share. A summary of the financial information of Orkim or the past three (3) FYEs 31 December 2013 to 31 December 2015 is set out in Appendix II of this Announcement. 12

13 Background information on TKSB TKSB was incorporated in Malaysia under the Act as a private limited company on 8 May As at 30 December 2016, the authorised share capital of TKSB is RM400,000 comprising 300,000 ordinary shares of RM1.00 each ( TKSB Shares ) and 10,000,000 redeemable preference shares of RM0.01 each ( RPS ), of which 378 TKSB Shares and 3,285,723 RPS have been issued and credited as fully paid-up. TKSB is currently an investment holding company. TKSB is a wholly-owned subsidiary of E-Cap 2. As at 30 December 2016, the directors of TKSB are Syed Yasir Arafat bin Syed Abd Kadir and Mohd Irwan bin Ahmad Mustafa Salient terms of the Orkim SPA (a) Orkim Purchase Consideration The consideration for the Orkim Sale Shares shall be RM472,725,000 and payable by UMW-OG by way of electronic transfer of funds to TKSB on completion of the Orkim SPA. (b) Conditions precedent The completion of the Orkim SPA is conditional upon the following conditions being fulfilled, waived or completed ( Orkim Conditions Precedent ) by the date falling three (3) months from the date of the Orkim SPA or such other later date as may be agreed in writing between the parties ( Orkim Cut-Off Date ): (i) (iii) (iv) (v) (vi) UMW-OG delivering a notice to TKSB, within six (6) weeks from 2 February 2017 that the results of the due diligence on the Orkim Group is satisfactory to UMW-OG; the approval of the shareholders of UMW-OG for the Proposed Orkim Acquisition; the approval or consent of the creditors and such other counterparties to the contracts of the UMW-OG Group, where required, for the acquisition of the Orkim Sale Shares; the approval or consent of the creditors and such other counterparties to the contracts of any company within the Orkim Group, where required for the change in its shareholders; the granting of the approvals or consents from the relevant authorities to the UMW-OG Group, where required for the Proposed Orkim Acquisition but not limited to the approval of the Securities Commission Malaysia ( SC ) for a significant change in the business direction or policy of UMW-OG; the granting of the approvals or consents from the relevant authorities to any company within the Orkim Group, where required for the change in its shareholders; 13

14 (vii) (viii) (ix) the receipt and acceptance by UMW-OG of a letter of commitment/letter of offer in relation to the financing of the Orkim Purchase Consideration or any part thereof issued by UMW-OG s financier (or in the case of financing through a debt instrument, by the arranger of the debt instrument) and such financing is confirmed by the financier/arranger to be available for utilisation/drawdown by UMW-OG; the ICON SPA becoming unconditional in accordance with its terms; and TKSB obtaining the written consent of its financiers, namely Affin Bank Berhad and Affin-Hwang Investment Bank Berhad, for the sale of the Orkim Sale Shares. The parties may mutually agree to waive any of the Orkim Conditions Precedent except for such Orkim Condition Precedent which is required to be fulfilled for legal or regulatory reasons. The Orkim SPA shall become unconditional on the day that the last of the Orkim Conditions Precedent has been fulfilled or waived. (c) Due diligence As from the date of the Orkim SPA, TKSB shall give and shall procure that UMW-OG and its professional advisers will be given reasonable access (such access to be granted no later than 2 February 2017) to the premises of the Orkim Group and such books, title deeds, records, accounts and other documentation of the Orkim Group as may be reasonably required by UMW-OG to complete its due diligence on the Orkim Group no later than six (6) weeks from 2 February The parties acknowledge that if UMW-OG does not issue the notice to TKSB that the due diligence is satisfactory, and does not otherwise notify TKSB that the due diligence is not satisfactory within six (6) weeks from 2 February 2017, the Orkim Condition Precedent in relation to the due diligence shall be deemed fulfilled. (d) Pre-completion TKSB undertakes that it shall not sell, transfer, assign, or otherwise dispose of or create any encumbrance over the Orkim Sale Shares or negotiate, initiate or take any step with a view to negotiations with any third party for such purposes (save for existing encumbrances as at the date of the Orkim SPA). TKSB shall procure that the Orkim Group carry on its business and undertakings as a going concern and prudently and in an efficient, normal and business-like manner consistent with past practices to preserve the goodwill of its business and shall procure that any company within the Orkim Group does not during the period from the date of the Orkim SPA until completion of the Orkim SPA: 14

15 (i) (iii) (iv) (v) (vi) (vii) save for the share capitalisation in respect of Orkim Triumph Sdn Bhd and Orkim Inspiration Sdn Bhd to comply with the relevant financiers' requirements, make any change to its capital structure, or increase, decrease or issue or agree to issue any shares or loan capital or agree to grant any option over or right to acquire any share or loan capital, or carry out any buy-back or re-sale of shares (otherwise than the exercise by the grantees of existing options under an existing employee share option scheme or the exercise by the holders of the outstanding warrants issued by the Orkim Group, or carry out any buy-back or re-sale of shares); declare or pay, or support the declaration or payment, of any dividend or distribution; make any alteration to the provisions of its Memorandum or Articles of Association, save and except as required by the Orkim SPA; amalgamate, merge, reconstruct or otherwise restructure any of its businesses, or in any way depart from the ordinary course of its day to day business either as regards the nature, scope or manner of conducting the same; make or permit any change to the terms and conditions of, terminate, or extend, the current employment contracts of the senior management of the Orkim Group; other than in the ordinary course of business and save in respect of agreements already entered into prior to the date of the Orkim SPA, disposing of or transferring, or permitting the disposal or transfer of, any of the material businesses or assets of the Orkim Group, and for this purpose any disposal or transfer for a purchase consideration in excess of 5% of the consolidated shareholders funds of the Orkim Group based on the latest audited financial statements of the Orkim Group shall be deemed to be material; and other than in the ordinary course of business and save in respect of agreements already entered into prior to the date of the Orkim SPA, acquiring, or permitting the acquisition by the Orkim Group, any material businesses or assets, and for this purpose, any acquisition for a purchase consideration in excess of 5% of the consolidated shareholders funds of the Orkim Group based on the latest audited financial statements of the Orkim Group. As soon as practicable following the signing of the Orkim SPA, UMW- OG shall issue an offer (in the manner described in the agreement dated 30 January 2015 between TKSB, Wan Izani bin Wan Mahmood and Khoo Chin Yew ("Individual Shareholders") ("Orkim Shareholders' Agreement") to purchase all of the Orkim Shares held by the Individual Shareholders upon the same terms and conditions set out in the Orkim SPA. In the event that the Individual Shareholders do not accept UMW-OG s offer, TKSB shall exercise its drag-along rights under the Orkim Shareholders' Agreement and use its best endeavours to procure the transfer of the shares of the Individual Shareholders to UMW-OG on the completion of the Orkim SPA at the same price per share as that applicable to the Orkim Sale Shares. 15

16 (e) Termination (i) If any of the Orkim Conditions Precedent shall not have been fulfilled or waived on or prior to the Cut-Off Date, the Orkim SPA shall automatically terminate and cease to be of any effect except the effective clauses (i.e. definitions and interpretation, confidentiality and boilerplate provisions) which shall remain in force and save in respect of claims arising out of any antecedent breach of the Orkim SPA. If before the Orkim Completion Date: a. there is a breach of representation, warranty or statement which is made by UMW-OG or TKSB in the Orkim SPA, which if capable of being remedied is not remedied within fourteen (14) days from the date of notification by the non-defaulting party to the defaulting party; b. in respect of TKSB, there is any breach of the precompletion terms or conditions as stated in paragraph (d) above, which if capable of being remedied is not remedied within fourteen (14) days from the date of notification by UMW-OG to TKSB; c. a petition for winding-up is presented against UMW- OG or Orkim or any of their material subsidiaries, and such petition is not struck out within thirty (30) days of the service of the petition on UMW-OG or Orkim or any of their material subsidiaries; d. an order is made, a members resolution is passed or any legislation enacted for the winding up of UMW-OG or Orkim or any of their material subsidiaries; and e. an administrator, a receiver and/or manager is appointed by the Court or any creditor pursuant to a debenture or any other security document in favour of such creditor over the undertaking, assets and/or properties of UMW-OG or Orkim or any of their material subsidiaries or any part of their undertakings, assets and/or properties, the non-defaulting party may exercise its right of termination under the Orkim SPA by giving written notice to the defaulting party before the Orkim Completion Date, without affecting any of its other rights and remedies as may be available to the nondefaulting party at law or in equity or as specified in the Orkim SPA to claim damages which it has suffered or incurred as a result of such breach by the defaulting party or such termination occurring Basis and justification for the Orkim Purchase Consideration The Orkim Purchase Consideration was arrived at on a willing buyer-willing seller basis after taking into consideration the following: (i) audited consolidated NA of Orkim as at 31 December 2015 of approximately RM139.0 million; 16

17 audited consolidated profit after tax ( PAT ) of Orkim for the FYE 31 December 2015 of approximately RM32.5 million; and (iii) audited EBITDA of Orkim for the FYE 31 December 2015 of approximately RM74.9 million. The Orkim Purchase Consideration represents the following: (i) (iii) PBR of approximately 3.56 times based on the audited consolidated NA of Orkim as at 31 December 2015; price-to-earnings ratio ( PER ) of approximately times based on the audited consolidated PAT of Orkim for the FYE 31 December 2015; and EV/EBITDA multiple of approximately times based on the enterprise value of Orkim for the FYE 31 December 2015 of approximately RM810 million and audited EBITDA of Orkim for the FYE 31 December [The rest of this page is intentionally left blank] 17

18 There are no companies listed on the Main Market of Bursa Securities which is identical or similar to Orkim in terms of composition of business, scale of operations, track record, marketability and liquidity of shares, and risk profile. However, for comparison purposes only, the following companies listed on global stock exchanges where more than 75% of their revenue is contributed by marine vessel transportation business have been selected by the management of UMW-OG although they may, in fact, may not be directly company to Orkim and the resultant earnings multiple has not been adjusted to account for a multitude of factors including economic growth performance, macroeconomic factors such as interest rate differential, inflation rate differential, exchange rates, political risks and restriction in capital flows: Name of company Country of listing Principal activities Market capitalisation as at 18 January 2017 Enterprise value PAT (8) Audited NA (4) EBITDA (4) PER (1) PBR (2) EV/ EBITDA (3) (RM million) (RM million) (RM million) (RM million) (RM million) (times) (times) (times) Navios Maritime Acquisition Corporation (5) United States of America ( USA ) Owner and operator of tanker vessels focusing in the transportation of petroleum products (clean and dirty) and bulk liquid chemicals 1, , , Ardmore Shipping Corporation (5) USA Owner and operator of product and chemical tankers in worldwide trade and provides shipping services to customers through voyage charters, commercial pools and time charters. 1, , , Tankerska Next Generation d.d. (6) Crotia Owner and operator of modern medium range product tankers and provides seaborne transportations of petroleum products and chemicals worldwide to oil majors, national oil companies and oil and chemical traders Concordia Maritime AB (publ) (7) Sweden Owner and operator of oil tankers and transports oil throughout the world for oil companies, Organisation of the Petroleum Exporting Countries (OPEC) countries, oil traders and other ship owners , Average High Low (Source: Extracted from S&P Capital IQ and Bloomberg as at 18 January 2017) 18

19 Notes: (1) Computed based on market capitalisation over last twelve months trailing PAT (2) Computed based on market capitalisation over audited NA (3) Computed based on enterprise value over audited EBITDA (4) Based on the latest audited financial results of the respective comparable companies (5) Based on USD:RM exchange rate of 1:4.45 as at 18 January 2017 (6) Based on Crotian Kuna:RM exchange rate of 1:0.63 as at 18 January 2017 (7) Based on Swedish Krona:RM exchange rate of 1:0.49 as at 18 January 2017 (8) Based on last twelve months trailing PAT as at 30 September 2016 of the respective comparable companies Based on the table above: (i) (iii) the PER represented by the Orkim Purchase Consideration of approximately times falls within the range of the trading PER of the Selected Comparable Companies of between 4.48 times and times and is higher than the average PER of the Selected Comparable Companies of times; the PBR represented by the Orkim Purchase Consideration of approximately 3.56 times falls outside the range of the PBR of the Selected Comparable Companies of 0.39 times and 1.03 times and is higher than the average PBR of the Selected Comparable Companies of 0.67 times; and the EV/EBITDA multiple represented by the Orkim Purchase Consideration of approximately times falls within the range of the EV/EBITDA multiple of the Selected Comparable Companies of between 7.13 times to times and is also lower than the average EV/EBITDA multiple of the Selected Comparable Companies of times. In justifying the Orkim Purchase Consideration, UMW-OG had taken into consideration the following: (i) (iii) the Proposed Orkim Acquisition enables UMW-OG to obtain full control of Orkim and consolidate its results as a subsidiary of UMW- OG; strategic rationale of the Proposed Orkim Acquisition and Proposed ICON Acquisition which will allow the UMW-OG Group to become an integrated offshore service provider; and long-term contracts and earnings potential of the Orkim Group Liabilities to be assumed There are no liabilities, including contingent liabilities and guarantees, to be assumed by UMW-OG pursuant to the Proposed Acquisitions. 19

20 2.1.4 Additional financial commitment There are no additional financial commitments by UMW-OG in putting the assets/businesses of the ICON Group and the Orkim Group on-stream as the respective companies businesses are already on-going Source of funding The Proposed Acquisitions will be funded via new borrowings which is to be refinanced via the Proposed Rights Issue With Warrants. 2.2 Proposed MGO Upon completion of the Proposed ICON Acquisition, UMW-OG s shareholding in ICON will increase from nil to approximately 42.3%. Accordingly, in accordance with Section 218(2) of the CMSA and Paragraph 4.01(a) of Part B, Rule 4 of the Rules, after the Proposed ICON Acquisition, UMW-OG will be obliged to extend a MGO for all the Remaining ICON Shares at an offer price of RM0.50 per ICON Share to be satisfied via the issuance of new UMW-OG Shares at an issue price of RM0.80 per UMW-OG Share or cash, which is the same as the price per ICON Share under the Proposed ICON Acquisition. The Proposed MGO will be conditional upon UMW-OG having received acceptances which would result in UMW-OG holding in aggregate more than 50% of the voting shares of ICON ( Acceptance Condition ). For the avoidance of doubt, the Proposed MGO will be also be extended to the Remaining ICON Shares held by all PACs with UMW-OG for the Proposed MGO. As UMW-OG intends to reap the full benefits of the consolidation with the ICON Group, UMW-OG does not intend to maintain the listing status of ICON. The ICON Shares to be acquired pursuant to acceptances under the Proposed MGO shall be transferred free from all moratoriums, claims, charges, liens, pledges, options, rights of pre-emption, third party rights and other security interests and/or encumbrances and/or equities whatsoever from the date of valid acceptance and with all the rights, benefits and entitlements attached thereto from the date of the document, outlining the terms and conditions of the Proposed MGO including the right to all dividends and/or distributions declared, made or paid on or after the date of the Notice, subject to adjustment to the consideration under the Proposed MGO in the event ICON declares, makes or pays any dividend and/or other distributions on or after the date of the Notice but prior to the close of the Proposed MGO and the holder of the Remaining ICON Shares is entitled to retain such dividend and/or distributions where the consideration for each Remaining ICON Share shall be reduced by the quantum of the net dividend and/or distribution per ICON Share which such holder is entitled to. If UMW-OG declares, makes or pays any dividends and/or distributions before the new UMW-OG Shares are issued to holders of the Remaining ICON Shares who have opted to receive consideration for their ICON Shares in the form of new UMW-OG Shares, and such shareholder is not entitled to such distributions, UMW-OG will reduce the Issue Price by the quantum of the net dividend and/or distribution per UMW-OG Share which such holder is not entitled to and there shall be no change to the cash consideration of RM0.50 per ICON Share. The new UMW-OG Shares to be issued pursuant to the Proposed MGO shall, upon allotment and issuance, rank equally in all respects with the existing UMW-OG Shares except that they shall not be entitled to any dividend, right, allotment and/or other distribution, the entitlement date of which is prior to the allotment date of the new UMW- OG Shares. 20

21 2.3 Proposed Rights Issue With Warrants Details of the Proposed Rights Issue With Warrants Following the completion of the Proposed MGO, the Company proposes to undertake the Proposed Rights Issue With Warrants which entails an issuance of new Rights Shares together with free Warrants to the shareholders of UMW- OG whose names appear in the record of depositors of UMW-OG as at the close of business on an entitlement date to be determined later ( Entitlement Date ) ( Entitled Shareholders ) to raise gross proceeds of approximately RM1.8 billion ( Intended Gross Proceeds ) at an issue price of not more than RM0.50 per Rights Share ( Rights Issue Price ). The entitlement basis for the Proposed Rights Issue With Warrants ( Entitlement Basis ) has not been determined at this juncture and can only be determined after the completion of the Proposed MGO. Notwithstanding, the Warrants shall be issued to the Entitled Shareholders on the basis of one (1) Warrant for every four (4) Rights Shares subscribed. The Intended Gross Proceeds have been determined upfront to provide an indication with respect to the estimated capital outlay required to fully subscribe for their respective entitlements under the Proposed Rights Issue With Warrants which can be approximated by multiplying the Intended Gross Proceeds with their respective percentage shareholdings in the Company. For illustration purposes only: (i) based on the Intended Gross Proceeds and 2,473,105,513 UMW-OG Shares in issue after taking into consideration the Consideration Shares to be issued and assuming all the remaining shareholders of ICON will opt for cash alternative pursuant to the Proposed MGO, the estimated capital outlay required from an Entitled Shareholder holding 1,000 UMW-OG Shares who wishes to fully subscribe for his/her entitlement is approximately RM727.83; and based on the Intended Gross Proceeds and 2,897,740,688 UMW-OG Shares in issue after taking into consideration the Consideration Shares to be issued and assuming all the remaining shareholders of ICON will opt for new UMW-OG Shares pursuant to the Proposed MGO, the estimated capital outlay required from an Entitled Shareholder holding 1,000 UMW-OG Shares who wishes to fully subscribe for his/her entitlement is approximately RM The actual capital outlay required by the Entitled Shareholders to fully subscribe for their entitlements under the Proposed Rights Issue With Warrants will depend on the Rights Issue Price and the Entitlement Basis to be determined by the Board and announced closer to the implementation of the Proposed Rights Issue With Warrants after obtaining all relevant approvals for the Proposed Rights Issue With Warrants ( Price-Fixing Date ). The Proposed Rights Issue With Warrants is renounceable in full or in part. Accordingly, the Entitled Shareholders can subscribe for and/or renounce their entitlements to the Rights Shares With Warrants in full or in part. 21