PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION ( M&A ) OF S P SETIA ( PROPOSED AMENDMENTS )

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1 S P SETIA BERHAD ( S P SETIA OR COMPANY ) (i) (iii) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 1,069,686,243 NEW ISLAMIC REDEEMABLE CONVERTIBLE PREFERENCE SHARES OF RM0.01 EACH IN S P SETIA ( RCPS-i ) ON THE BASIS OF TWO (2) RCPS-i FOR EVERY FIVE (5) EXISTING ORDINARY SHARES OF RM0.75 EACH IN S P SETIA ( S P SETIA SHARES ) HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER ( ENTITLEMENT DATE ) AT AN ISSUE PRICE OF RM1.00 PER RCPS-i ( PROPOSED RIGHTS ISSUE ); PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF S P SETIA FROM RM2,250,000,000 COMPRISING 3,000,000,000 S P SETIA SHARES TO RM2,636,000,000 COMPRISING 3,500,000,000 S P SETIA SHARES AND 1,100,000,000 RCPS-i BY THE CREATION OF 500,000,000 NEW S P SETIA SHARES AND 1,100,000,000 RCPS-i ( PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL ); AND PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION ( M&A ) OF S P SETIA ( PROPOSED AMENDMENTS ) (COLLECTIVELY, TO BE REFERRED TO AS THE PROPOSALS ) 1. INTRODUCTION On behalf of the Board of Directors of ( Board ), Maybank Investment Bank Berhad ( Maybank IB ) wishes to announce that the Company proposes to undertake the following: (i) (iii) Proposed Rights Issue; Proposed Increase in Authorised Share Capital; and Proposed Amendments. 2. DETAILS OF THE PROPOSALS 2.1 Proposed Rights Issue The Proposed Rights Issue entails the issuance of up to 1,069,686,243 RCPS-i at an issue price of RM1.00 per RCPS-i ( Issue Price ) on the basis of two (2) RCPS-i for every five (5) existing held on the Entitlement Date. The RCPS-i will be offered to the shareholders of the Company whose names appear on the Record of Depositors of the Company on the Entitlement Date ( Entitled Shareholders ) and/or their renouncee(s). As at 13 May 2016, being the latest practicable date prior to this Announcement ( LPD ), the issued and paid-up share capital of is RM1,971,356, comprising 2,628,475,347 and the Company has 36,483,180 outstanding exercisable employees share options ( ESOS Options ) and 9,257,081 to be vested for the financial year ending ( FYE ) 31 December 2016 ( Share Grants ) pursuant to the Company s long term incentive plan. Assuming the abovementioned outstanding exercisable ESOS Options are exercised and the Share Grants are vested prior to the Entitlement Date and all the Entitled Shareholders subscribe in full for their respective entitlements under the Proposed Rights Issue, the maximum number of RCPS-i to be issued pursuant to the Proposed Rights Issue is 1,069,686,243 ( Maximum Subscription Scenario ). 1

2 The Proposed Rights Issue is renounceable in full or in part. Accordingly, the Entitled Shareholders can subscribe for and/or renounce their entitlements to the RCPS-i in full or in part. The RCPS-i will be provisionally allocated to the Entitled Shareholders. Any fractional entitlements, if any, will be disregarded and shall be dealt with in such manner as the Board shall in its sole and absolute discretion deem fit or expedient and in the best interest of the Company. Any RCPS-i which is not subscribed or validly subscribed shall be made available for excess application by the other Entitled Shareholders and/or their renouncee(s). It is the intention of the Board to allocate the excess RCPS-i in a fair and equitable manner on a basis to be determined by the Board Indicative salient terms of the RCPS-i The indicative salient terms of the RCPS-i are as follows: Issuer : Par Value : RM0.01 per RCPS-i Issue Size : Up to 1,069,686,243 RCPS-i Issue Price : RM1.00 per RCPS-i Tenure : Perpetual Issue Date : The date of issuance of the RCPS-i Dividend : The RCPS-i shall carry the right to receive preferential dividends, out of the distributable profits of the Company earned from the first day of the calendar month following the Issue Date ("Profits"), at the expected preferential dividend rate of 6.49% per annum, of which has been fixed by the Board. From the period commencing on and including the 15 th anniversary of the Issue Date until the redemption date, an additional stepped-up preferential dividend rate of 1.0% per annum above the expected rate mentioned above, shall be payable on the RCPS-i on an annual basis, provided that the aggregate of the expected preferential dividend rate (including the stepped-up preferential dividends, if applicable) on any Preferential Dividend Entitlement Date (as defined below) ("Expected Preferential Dividend Rate") shall not exceed a total rate of 20%. The preferential dividends, if declared, shall be distributable semi-annually, subject to the availability of Profits ( Preferential Dividend Entitlement Date ). The maximum amount of preferential dividends that can be declared and paid on each Preferential Dividend Entitlement Date ("Expected Preferential Dividend Amount"), shall be capped at such Expected Preferential Dividend Rate unless otherwise decided by the Board. On any Preferential Dividend Entitlement Date, if the Company does not declare the preferential dividends up to the Expected Preferential Dividend Amount (in whole or in part): 2

3 (i) the Company may, at its discretion, declare and pay preferential dividends up to an amount equal to the Profits as at such Preferential Dividend Entitlement Date ("Declared Sum"). The amount equivalent to the difference between the Profits as at such Preferential Dividend Entitlement Date and the Declared Sum shall be cumulative ("Deferred Dividends") so long as the RCPS-i remains unredeemed and may be declared and/or paid, at the discretion of the Company, on any subsequent Preferential Dividend Entitlement Date, provided that the Cumulative Condition is fulfilled on such Preferential Dividend Entitlement Date. "Cumulative Condition" of the RCPS-i means on any Preferential Dividend Entitlement Date, the Company: a) has sufficient Profits that is at least equivalent to the aggregate of the Declared Sum and any Deferred Dividends accumulated as at and on such Preferential Dividend Entitlement Date; b) has maintained books and records that evidence the Company having Profits that is at least equivalent to the aggregate of the Declared Sum and any Deferred Dividends accumulated as at and on such Preferential Dividend Entitlement Date; and c) makes an announcement on the Main Market of Bursa Malaysia Securities Berhad ( Bursa Securities ) that the Deferred Dividends on such Preferential Dividend Entitlement Dates shall be cumulative; where there is no Profit available for the declaration and payment of dividends, the Company shall have no obligation to declare or distribute any preferential dividends on the relevant Preferential Dividend Entitlement Date. Such preferential dividends shall not be cumulative. Each RCPS-i will cease to receive any preferential dividends from and including the date the RCPS-i is converted into new S P Setia save for preferential dividends declared but unpaid up to the date the Company receives a notice in writing from the RCPS-i holder of its intention to convert such number of RCPS-i into new ( Conversion Notice ). Subject to the rights to the preferential dividends and any additional preferential dividends declared and distributed as the Board deems fit, the RCPS-i holders shall not be entitled to participate in the surplus profits of the Company (if any) remaining at such time after the payment of the preferential dividends and such additional preferential dividends (if any). Conversion Rights : The RCPS-i shall be convertible, at the option of the RCPS-i holder, at any time commencing from the Issue Date and up to the relevant redemption date of the RCPS-i, into such number of fully-paid new, without payment of any consideration, in accordance with the Conversion Ratio. Conversion Ratio : The conversion ratio shall be two (2) new for seven (7) RCPS-i held. 3

4 The Conversion Ratio shall be subject to adjustments from time to time, at the determination of the Board, in the event of any alteration to the Company s share capital, whether by way of rights issue, capitalisation issue, consolidation of shares, subdivision of shares or reduction of capital howsoever being effected, in accordance with the provisions of the M&A. Redemption : Subject to the Companies Act, 1965 ( Act ) (or such applicable legislation for the time being), the Company may at any time on or after the 15 th anniversary of the Issue Date, at its discretion, redeem all (and not some only of) the outstanding RCPS-i by giving notice in writing to the RCPS-i holders of its intention to do so. Rights to receive notices, reports and attend meetings and voting rights : The RCPS-i holders shall be entitled to the same rights as the Company s ordinary shareholders as regards to the receipt of notices (including that of general meetings), reports and audited financial statements, to attend meetings and to receive shareholders resolutions in writing, but shall not be entitled to vote or approve any shareholders' resolutions or vote at any general meeting of the Company, save and except in respect of any resolution made: (i) (iii) (iv) (v) (vi) when the preferential dividends or any part thereof is in arrears and unpaid for more than six (6) months; on a proposal to reduce the Company s share capital; on a proposal for the disposal of substantially the whole of the Company s property, business and undertaking; on a proposal to wind up the Company; during the winding up of the Company; or on any proposal that affects the rights and privileges attached to the RCPS-i, including the amendments to the M&A. In the aforesaid circumstances, each RCPS-i holder shall be entitled to vote at all general meetings of the members of its class, and on a poll at any such general meetings to one (1) vote for each RCPS-i held. Listing status : (i) The RCPS-i will be listed and quoted on the Main Market of Bursa Securities. The new to be issued upon the conversion of the RCPS-i will be listed and quoted on the Main Market of Bursa Securities. Ranking of RCPS-i : The RCPS-i shall rank equally amongst themselves and with other preference shares issued by the Company, and will rank ahead in point of priority to the holders of the and all other classes of shares (if any) in the Company, in respect of payment of dividends and payment out of assets of the Company upon any liquidation, dissolution, or winding up of the Company, provided always that the Board approves such payment of dividends and payment out of assets of the Company on this basis and further affirms the priority of payment to the holders of the RCPS-i. 4

5 Governing Law : Laws of Malaysia For avoidance of doubt, the RCPS-i is subordinated to the holders of Sukuk Musharakah issued by the Company on 13 December 2013 ("Sukuk Musharakah") in respect of the payment of dividends Basis and justification for the Issue Price and the Conversion Ratio The RCPS-i will be issued at RM1.00 per RCPS-i. The Issue Price was fixed after taking into consideration the aggregate proceeds of up to RM1,069.7 million to be raised from the Proposed Rights Issue, represented by up to 1,069.7 million RCPS-i to be issued. The Conversion Ratio is two (2) new for every seven (7) RCPS-i. Based on the Issue Price and the Conversion Ratio, the implied conversion price is RM3.50 for every new Share ( Implied Conversion Price ), representing a premium of approximately 10.76% to the 5-day volumeweighted average market price of up to and including 2 June 2016, being the market day immediately preceding the date of this Announcement, of RM3.16. The Conversion Ratio and/or the Implied Conversion Price were fixed after taking into consideration the following: (i) (iii) prevailing market conditions and market price of ; the RCPS-i being convertible into new at any time prior to the Company exercising the redemption option; and the prospects of and its subsidiaries ( Group ) which is expected to remain positive. Under the Maximum Subscription Scenario, based on the Conversion Ratio, the maximum number of new to be issued upon full conversion of the RCPS-i is 305,624, Ranking of the RCPS-i and the new to be issued upon conversion of the RCPS-i Please refer to Section for the ranking of RCPS-i. The new to be issued upon conversion of the RCPS-i shall, upon allotment and issuance, rank equally in all respects with the then existing S P Setia, save and except that they will not be entitled to any dividends, rights, allotments and/or any other distributions which may be declared, made or paid to the shareholders, for which the entitlement date is prior to the date of allotment of the new to be issued upon conversion of the RCPS-i Listing of and quotation for the RCPS-i and the new to be issued upon conversion of the RCPS-i An application will be made to Bursa Securities for the admission of the RCPS-i to the Official List of Bursa Securities as well as for the listing of and quotation for the RCPS-i and the new to be issued upon conversion of the RCPS-i on the Main Market of Bursa Securities. 5

6 For the RCPS-i to be listed, there must be at least 100 holders holding not less than one (1) board lot of RCPS-i Minimum subscription level, undertaking and underwriting arrangement The Proposed Rights Issue will be undertaken on a minimum subscription level basis of approximately RM536.6 million ( Minimum Subscription Scenario ), which was determined after taking into consideration the funding requirement of the Group for the purposes stated in Section of this Announcement and the written irrevocable undertaking obtained from Permodalan Nasional Berhad ( PNB ), the major shareholder of the Company. As at the LPD, PNB holds 1,341,696,708, representing 51.04% of the issued and paid-up share capital of the Company. To this end, PNB has provided its written irrevocable undertaking to subscribe in full for its entitlement to the RCPS-i as at the Entitlement Date ( Undertaking ). PNB has confirmed via its undertaking letter that it has sufficient financial resources to perform the Undertaking. The Undertaking will not give rise to a mandatory take-over obligation for the remaining not already owned by PNB and/or persons acting in concert with it (if any) pursuant to the Malaysian Code on Take-Overs and Mergers, The Company also intends to seek irrevocable undertaking(s) from its other shareholder(s) with sizeable holding in to subscribe in full for their respective entitlement to the RCPS-i as at the Entitlement Date. As the Proposed Rights Issue will be undertaken on a Minimum Subscription Scenario basis, does not intend to procure any underwriting arrangement for the remaining RCPS-i not subscribed by other Entitled Shareholders and/or their renouncee(s) Use of proceeds The Proposed Rights Issue is expected to raise gross proceeds of approximately RM536.6 million and RM1,069.7 million under the Minimum Subscription Scenario and Maximum Subscription Scenario, respectively, to be used in the following Shariah-compliant manner: Details of utilisation Minimum Subscription Scenario (RM million) Maximum Subscription Scenario (RM million) Existing projects and working capital requirements (1) Future property development and expansion plans (2) Defray expenses relating to the Proposals (3) Gross proceeds ,

7 Notes: (1) The Company intends to use the proceeds to fund the following Group s existing property development projects: Existing projects (i) Setia Ecohill 2 (Semenyih, Selangor) Details : to part finance the second phase of the township in Semenyih comprising landed residential and commercial developments (iii) (iv) (v) (vi) Setia Eco Templer (Rawang, Selangor) Setia Sky Seputeh (Seputeh, Kuala Lumpur) Setia Trio (Klang, Selangor) Setia Sky Vista (Relau, Pulau Pinang) Setia Sky Ville (Jelutong, Pulau Pinang) : to part finance the new township to be established in the vicinity of Templer Park comprising residential components as well as commercial properties which will be served by a dedicated interchange to Jalan Rawang : to part finance the first phase of a high-end condominium project in Taman Seputeh comprising 290 units of condominium : to part finance a mixed development project comprising service apartments and retail components : to part finance the development and construction of a high-end residential development comprising 426 units of condominium : to part finance the development and construction of a condominium project comprising 550 units of condominium (2) The proceeds are intended to enable the Group to have the funds readily available in order to take advantage of any opportunities as and when they arise for property development and investments/acquisitions. The proceeds will be used to fund future property development and investments/acquisitions, in areas relating to the Group s core business. As of the date of this Announcement, the management of the Company has not identified any investment/acquisition opportunities for consideration nor have they entered into any agreement with any parties for such investment/acquisition. However, the management of the Company will continuously seek and identify acquisition opportunities for the Group. Any proceeds that are not used for future development projects and expansion plans will be used to meet general working capital requirements and/or existing projects. 7

8 (3) The expenses relating to the Proposals include professional fees, fees payable to the relevant authorities, printing and other miscellaneous charges. Any surplus of proceeds that are not used to defray such expenses will be used for working capital purposes. Pending the utilisation of proceeds allocated for the above, the proceeds will be placed in deposits with Islamic financial institutions or Islamic short-term money market instruments. No proceeds will be raised upon conversion of the RCPS-i into new as the conversion will be satisfied by the RCPS-i holders surrendering such number of RCPS-i based on the Conversion Ratio to receive the new S P Setia. 2.2 Proposed Increase in Authorised Share Capital As at the LPD, the authorised share capital of the Company is RM2,250,000,000 comprising 3,000,000,000, of which 2,628,475,347 have been issued and fully paid-up. In order to accommodate the issuance of the RCPS-i and the new to be issued upon conversion of the RCPS-i, the Company is proposing to increase its authorised share capital to RM2,636,000,000 comprising 3,500,000,000 and 1,100,000,000 RCPS-i by the creation of 500,000,000 new and 1,100,000,000 RCPS-i. 2.3 Proposed Amendments The Proposed Amendments entails amendments to the M&A of to facilitate the issuance of RCPS-i pursuant to the Proposed Rights Issue and the Proposed Increase in Authorised Share Capital. 3. RATIONALE OF THE PROPOSALS 3.1 Proposed Rights Issue The Proposed Rights Issue is undertaken to raise funds for the Group to meet its current working capital requirements as well as for future property development, expansions and to seize opportunities as set out in Section above. After due consideration of the various methods of fund raising and other types of instruments, the Board is of the opinion that the issuance of RCPS-i via rights issue is the most appropriate means of raising funds due to the following: (i) the issuance of RCPS-i would minimise the immediate dilution effect on the basic earnings per share ( EPS ) of the Company, which would otherwise occur as a consequence of an ordinary shares issuance, as the RCPS-i are expected to be converted over a period of time; provide the Entitled Shareholders with an opportunity to further increase their equity participation in the Company via the option to convert the RCPS-i into new S P Setia, and thereafter in the prospects and potential future growth of the Group; 8

9 (iii) (iv) (v) (vi) the RCPS-i will provide the Entitled Shareholders with an attractive annual Expected Preferential Dividend Rate of 6.49%; as the RCPS-i will be listed and traded on the Main Market of Bursa Securities, depending on the future performance of the Group, the Entitled Shareholders and/or potential investors may be able to benefit from the future capital appreciation of the RCPS-i and/or new ; the issuance of RCPS-i would enable the Company to secure funding of up to RM1,069.7 million, redeemable at the option of the Company on or after the 15 th anniversary of the Issue Date, and also reduce the Company s exposure to interest rate fluctuation, which in turn would enable the Group to manage its cash flow more efficiently; and the RCPS-i will further strengthen the Company s capital base and hence improve its gearing levels as the RCPS-i will be classified as an equity instrument in accordance with the Malaysian Financial Reporting Standards. 3.2 Proposed Increase in Authorised Share Capital The Proposed Increase in Authorised Share Capital is to accommodate the issuance of the RCPS-i and new. 3.3 Proposed Amendments The Proposed Amendments is to facilitate the issuance of the RCPS-i pursuant to the Proposed Rights Issue and the Proposed Increase in Authorised Share Capital. 4. EFFECTS OF THE PROPOSALS The Proposed Increase in Authorised Share Capital and Proposed Amendments will not have any effect on the share capital, net assets ( NA ), substantial shareholders shareholding in, earnings, EPS and gearing of the Group. The proforma effects of the Proposed Rights Issue are illustrated based on the following scenarios: Minimum Scenario Maximum Scenario Subscription Subscription : Assuming the Proposed Rights Issue is undertaken based on the Minimum Subscription Scenario as set out in Section of this Announcement : Assuming 36,483,180 outstanding exercisable ESOS Options are exercised and 9,257,081 Share Grants are vested prior to the Entitlement Date and all the Entitled Shareholders subscribe in full for their respective entitlements under the Proposed Rights Issue 9

10 4.1 Share capital The proforma effects of the Proposed Rights Issue on the issued and paid-up share capital of the Company are as follows: Minimum Subscription Scenario Maximum Subscription Scenario Amount RCPS-i Amount Amount RCPS-i Amount (million) (RM million) (million) (RM million) (million) (RM million) (million) (RM million) As at the LPD 2, , , , To be issued and allotted assuming full exercise of the ESOS Options and vesting of the Share Grants To be issued pursuant to the Proposed Rights Issue To be issued upon full conversion of the RCPS-i Enlarged issued and paid-up share capital , (536.6) (5.4) (1,069.7) (10.7) 2, , , , [The rest of this page is intentionally left blank] 10

11 4.2 NA per Share and gearing The proforma effects of the Proposed Rights Issue on the NA per Share and gearing of the Group based on the latest audited consolidated statement of financial position of the Company as at 31 December 2015 on the assumption that the Proposed Rights Issue had been effected on that date are as follows: Minimum Subscription Scenario (I) (II) (III) Adjustments pursuant to the After (I) and the After (II) and assuming full Audited as at 31 December 2015 exercise of ESOS Options (1) Proposed Rights Issue conversion of RCPS-i (3) (RM million) (RM million) (RM million) (RM million) Share capital 1, , , ,086.4 Share premium 2, , , ,918.6 RCPS-i Reserves Retained profits 2, , ,520.7 (2) 2,520.7 Total equity / NA attributable to owners of the Company 7, , ,930.0 Sukuk Musharakah Non-controlling interests Total equity / NA 8, , , ,927.8 Number of in issue (million) 2, , , ,781.8 Total net borrowings (RM million) 1, , , ,498.5 NA per share attributable to owners of the Company (4) (RM) Net gearing (5) (times) Notes: (1) After adjusting for 120,000 ESOS Options which have been exercised between 1 January 2016 and the LPD. (2) After deducting estimated expenses of approximately RM1.6 million in relation to the Proposals. (3) Assuming no preferential dividend is declared prior to full conversion of RCPS-i. (4) Calculated as total equity/na attributable to owners of the Company divided by the number of in issue. (5) Calculated as total net borrowings divided by total equity/na. 11

12 Maximum Subscription Scenario (I) (II) (III) After full exercise of ESOS Options After (I) and the After (II) and assuming full Audited as at 31 December 2015 and allotment of Share Grants (1) Proposed Rights Issue conversion of RCPS-i (3) (RM million) (RM million) (RM million) (RM million) Share capital 1, , , ,234.9 Share premium 2, , , ,419.2 RCPS-i - - 1, Reserves Retained profits 2, , ,520.7 (2) 2,520.7 Total equity / NA attributable to owners of the Company 7, , , ,579.1 Sukuk Musharakah Non-controlling interests Total equity / NA 8, , , ,576.9 Number of in issue (million) 2, , , ,979.8 Total net borrowings (RM million) 1, , , ,498.5 NA per share attributable to owners of the Company (4) (RM) Net gearing (5) (times) Notes: (1) After adjusting for 120,000 ESOS Options which have been exercised between 1 January 2016 and the LPD, and assuming 36,483,180 outstanding exercisable ESOS Options and 9,257,081 Share Grants are fully exercised and vested prior to the Entitlement Date. (2) After deducting estimated expenses of approximately RM1.6 million in relation to the Proposals. (3) Assuming no preferential dividend is declared prior to full conversion of RCPS-i. (4) Calculated as total equity/na attributable to owners of the Company divided by the number of in issue. (5) Calculated as total net borrowings divided by total equity/na. 12

13 4.3 Substantial shareholders shareholdings The proforma effects of the Proposed Rights Issue on the substantial shareholders of based on their shareholdings as at the LPD are illustrated as follows: Minimum Subscription Scenario (I) As at the LPD After the Proposed Rights Issue Direct Indirect Direct Indirect (million) % (million) % (million) % (million) % PNB 1, , Amanahraya Trustees Berhad Amanah Saham Bumiputera ( ASB ) Kumpulan Wang Persaraan (Diperbadankan) ( KWAP ) (1) (1) Employees Provident Fund Board ( EPF ) Yayasan Perlaburan Bumiputra ( YPB ) - - 1, (2) - - 1, (2) (II) After (I) and assuming full conversion of the RCPS-i Direct Indirect (million) % 13 (million) PNB 1, ASB KWAP (1) EPF YPB - - 1, (2) %

14 Maximum Subscription Scenario (I) After full exercise of the ESOS Options and As at the LPD allotment of Share Grants Direct Indirect Direct Indirect (million) % (million) % (million) % (million) % PNB 1, , ASB KWAP (1) (1) EPF YPB - - 1, (2) - - 1, (2) (II) (III) After (II) and assuming full conversion of the After (I) and the Proposed Rights Issue RCPS-i Direct Indirect Direct Indirect (million) % (million) % (million) % (million) % PNB 1, , ASB KWAP (1) (1) EPF YPB - - 1, (2) - - 1, (2) Notes: (1) Deemed interest by virtue of shares held by its fund managers. (2) Deemed interest by virtue of its shareholding in PNB, pursuant to Section 6A of the Act. 14

15 4.4 Earnings and EPS The Proposed Rights Issue is not expected to have any material effect on the earnings of the Group for the FYE 31 December 2016 as the Proposed Rights Issue is only expected to be completed in the fourth (4 th ) quarter of Although the EPS of the Group may be diluted as a result of the increase in the number of in issue arising from the conversion of the RCPS-i over time, the utilisation of proceeds raised from the Proposed Rights Issue is expected to contribute positively to the future earnings of the Group. 4.5 Convertible securities Save for the existing ESOS Options, does not have any other convertible securities as at the LPD. Where necessary, the adjustment to the option price and/or the number of comprised in the ESOS Options (which are yet to be exercised or vested) arising from the Proposed Rights Issue shall be made accordingly. 5. APPROVALS REQUIRED The Proposals are subject to the following approvals being obtained: (i) Bursa Securities for the following: (a) (b) admission of the RCPS-i to the Official List of Bursa Securities; and listing of and quotation for the following, on the Main Market of Bursa Securities: (aa) (bb) RCPS-i; and new to be issued upon conversion of the RCPS-i; (iii) (iv) shareholders of at an extraordinary general meeting to be convened; Bank Negara Malaysia for the issuance of the RCPS-i to non-residents; and any other relevant authorities or persons, if required. The Proposals are inter-conditional upon each other. The Proposals are not conditional upon any other corporate exercise/scheme of the Company. 6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors and/or major shareholders of and/or persons connected to them have any interest, directly or indirectly, in the Proposals save for their respective entitlements as shareholders of under the Proposed Rights Issue, which is also available to other Entitled Shareholders of the Company. 15

16 7. DIRECTORS STATEMENT After having considered the rationale and effects of the Proposals, the Board is of the opinion that the Proposals are in the best interests of the Company. 8. ADVISER Maybank IB has been appointed as the Principal Adviser to for the Proposals. Maybank Islamic Berhad has been appointed as the Shariah Adviser to for the Proposed Rights Issue. 9. APPLICATIONS TO THE RELEVANT AUTHORITIES The applications to the relevant authorities in relation to the Proposals are expected to be made within two (2) months from the date of this Announcement. 10. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Board expects to complete the Proposals by fourth (4 th ) quarter of This Announcement is dated 3 June