THIS STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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1 THIS STATEMENT 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 ( Bursa Securities ) takes no responsibility for the contents of this Statement, 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 Statement. Bursa Securities has not perused this Statement prior to its issuance as it is an exempted document that does not require Bursa Securities perusal pursuant to Practice Note No. 18 of Bursa Securities Main Market Listing Requirements. (Company No X) (Incorporated in Malaysia under the Companies Act, 1965) SHARE BUY-BACK STATEMENT IN RELATION TO PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN ORDINARY SHARES OF UP TO 10% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY The resolution in respect of the above proposal will be tabled as Special Business at the Twelfth Annual General Meeting ( 12th AGM ) of the Company to be held at Kristal Ballroom 1, Level 1, West Wing, Hilton Petaling Jaya, No. 2 Jalan Barat, Petaling Jaya, Selangor Darul Ehsan on Tuesday, 24 January 2017 at a.m. or any adjournment thereof. The Notice of 12 th AGM together with the Form of Proxy are set out in the Annual Report 2016, which is despatched together with this Statement. The Form of Proxy must be completed and deposited at the Registered Office of WZ Satu Berhad at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur not later than forty-eight (48) hours before the time set for holding the 12 th AGM or any adjournment thereof. Last date and time for lodging the Form of Proxy : Sunday, 22 January 2017 at 10:00 a.m. Date and time of the 12 th AGM : Tuesday, 24 January 2017 at 10:00 a.m. This Statement is dated 28 December 2016

2 TABLE OF CONTENTS PAGE DEFINITIONS 1 1. INTRODUCTION 2 2. DETAILS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY 2 3. RETAINED PROFITS AND SHARE PREMIUM 3 4. SOURCE OF FUNDS 3 5. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS SHAREHOLDINGS 3 6. PUBLIC SHAREHOLDING SPREAD 7 7. RATIONALES, POTENTIAL ADVANTAGES AND DISADVANTAGES FOR THE 7 PROPOSED SHARE BUY-BACK 8. FINANCIAL EFFECTS OF THE PROPOSED SHARE BUY-BACK ON : 8 (A) SHARE CAPITAL 8 (B) NET ASSETS 9 (C) EARNINGS 9 (D) WORKING CAPITAL 9 (E) DIVIDENDS 9 9. IMPLICATIONS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY 9 IN RELATION TO THE RULES 10. PURCHASE, RESALE AND CANCELLATION OF TREASURY SHARES MADE IN THE 10 FINANCIAL YEAR ENDED 31 AUGUST 2016 PURSUANT TO THE EXISTING AUTHORITY 11. DIRECTORS RESPONSIBILITY STATEMENT DIRECTORS RECOMMENDATION FURTHER INFORMATION 10 APPENDIX A EXTRACT OF NOTICE OF TWELFTH ANNUAL GENERAL MEETING 11-12

3 DEFINITIONS For the purpose of this Statement, except where the context otherwise requires, the following definitions shall apply:- Act : The Companies Act 1965, as amended from time to time and any re-enactment thereof AGM : Annual General Meeting Board : Board of Directors of WZ Satu Bursa Securities : Bursa Malaysia Securities Berhad ( W) Director(s) : Director(s) of WZ Satu EPS : Earnings per share Listing Requirements : Bursa Securities Main Market Listing Requirements, including any amendments thereto that may be made from time to time LPD : 1 December 2016, being the latest practicable date prior to the printing of this Statement NA : Net assets Proposed Share Buy-Back/ Proposed Renewal of Share Buy-Back Authority : Proposed authority for the Company to purchase its own shares of up to ten percent (10%) of the issued and paid-up ordinary share capital of the Company Purchased Shares or Purchased WZ Satu Shares : Shares purchased pursuant to the Proposed Share Buy-Back RM or sen : Ringgit Malaysia and sen respectively Rules : Rules on Take-Overs, Mergers and Compulsory Acquisitions as amended from time to time and any re-enactment thereof SC : Securities Commission Malaysia Substantial Shareholder : A person who has an interest or interests in one or more voting shares in a company (or any other company which is its subsidiary or holding company or a subsidiary of its holding company) and the nominal amount of that shares, or the aggregate of the nominal amounts of those shares, is not less than 5% of the aggregate of the nominal amounts of all the voting shares in the company For the purpose of this definition, interest in shares shall have the meaning given in Section 6A of the Companies Act, 1965 Treasury Shares : Purchased Shares which are retained by the Company shall have the meaning under Section 67A of the Act. Warrants : Warrants issued by the Company pursuant to the deed poll dated 9 October 2014, constituting the Warrants 2014/2024, which will expire on 28 October 2024 WZ Satu or the Company : WZ Satu Berhad ( X) WZ Satu Group or the Group : WZ Satu Berhad and its subsidiary companies WZ Satu Share(s) or Share(s) : Ordinary Share(s) of RM0.50 each in WZ Satu 1

4 WZ SATU BERHAD (Company No X) (Incorporated in Malaysia) SHARE BUY-BACK STATEMENT IN RELATION TO THE PROPOSED RENEWAL OF SHARE BUY- BACK AUTHORITY 1. INTRODUCTION On 8 December 2016, the Directors of WZ Satu had announced that the Company is proposing to seek approval from its shareholders for the Proposed Renewal of Share Buy-Back Authority for the purchase by WZ Satu of its own shares of up to ten percent (10%) of the total issued and paid-up ordinary share capital of WZ Satu for the time being in accordance with Section 67A of the Act at the 12 th AGM of the Company to be held on 24 January The purpose of this Statement is to provide you with relevant information on the said proposal and to seek your approval for the ordinary resolution on the Proposed Renewal of Share Buy- Back Authority to be tabled at the forthcoming 12 th AGM of the Company. 2. DETAILS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY At the Eleventh AGM of the Company held on 28 January 2016, the Directors of WZ Satu had obtained the shareholders' approval for the Company to purchase up to ten percent (10%) of the total issued and paid-up ordinary share capital of WZ Satu through Bursa Securities. The actual number of WZ Satu Shares to be purchased and the timing of such purchase will depend on (among others) the prevailing equity market conditions and sentiments of the stock market as well as the balances in retained profits and share premium account, and the financial resources available to the Company at the time of the purchase(s). The Proposed Renewal of Share Buy- Back Authority shall only be effected on the open market of Bursa Securities via its automated trading system and shall exclude any direct business transactions as defined in accordance with the rules of Bursa Securities. The Proposed Share Buy-Back shall be transacted through the Company s appointed stockbroker(s) as approved by Bursa Securities. The Proposed Share Buy-Back, if approved, shall be effective upon the passing of the resolution at the forthcoming 12 th AGM of WZ Satu until:- (a) (b) (c) the conclusion of the next AGM of the Company, at which time it will lapse, unless by ordinary resolution passed at that meeting that the authority is renewed, either unconditionally or subject to conditions; or the expiration of the period within which the next AGM after that date is required by law to be held; or revoked or varied by resolution passed by the shareholders of the Company in a general meeting, whichever occurs first. The approval of the shareholders on the Proposed Share Buy-Back does not impose an obligation on the Company to purchase its own shares. However, it will allow the Board to exercise the power of the Company to purchase its own shares at any time within the abovementioned time periods. As at LPD, the total issued and paid-up capital of WZ Satu is RM174,413, comprising 348,827,395 ordinary shares of RM0.50 each. On the same date, the Company has 98,627,554 outstanding Warrants, which remain unexercised and entitles the warrant holders to subscribe for 98,627,554 new shares at an exercise price of RM0.50 per share. 2

5 Based on the Company s issued and paid-up capital as at LPD and the assumption that all Warrants are converted into new WZ Satu shares, the Proposed Share Buy-Back will enable the Company to purchase up to a maximum of 44,745,494 shares, representing 10% of the proforma enlarged issued and paid-up share capital of the Company. Pursuant to Paragraph of the Listing Requirements, the Company may only purchase its own shares at a price which is not more than fifteen per centum (15%) above the weighted average market price of the shares for the past five (5) market days immediately preceding the date of purchase. In the case of resale of treasury shares, the Company may only resell the shares at: (a) (b) a price which is not less than the weighted average market price of the shares for the past five (5) market days immediately prior to the date of resale; or a discounted price of not more than five per centum (5%) to the weighted average market price of the shares for the past five (5) market days immediately prior to the date of resale provided that:- the resale takes place not earlier than 30 days from the date of purchase; and the resale price is not less than the cost of purchase of the shares being resold. 3. RETAINED PROFITS AND SHARE PREMIUM In accordance with the Listing Requirements, the Proposed Share Buy-Back must be made wholly out of WZ Satu s retained profits and/or share premium account. The maximum amount of funds to be utilised for the Proposed Share Buy-Back will be limited to the amount of retained profits and share premium account of the Company as at the financial year ended 31 August 2016 and/or the latest Management account of the Company (where applicable) available. Based on the audited financial statements of the Company for the financial year ended 31 August 2016, the retained profits and share premium account of the Company amounted to RM4,034,768 and RM57,223,168 respectively. Based on the unaudited financial results of the Company for the financial period ended 31 October 2016, the retained profits and share premium account of the Company amounted to RM3,471,788 and RM57,223,168 respectively. 4. SOURCE OF FUNDS The Proposed Share Buy-Back, if implemented, is expected to be financed by internally generated funds and/or bank borrowings. In the event the Company decides to utilise bank borrowings to finance the Proposed Share Buy-Back, the Board will ensure that the Company has sufficient financial capability to repay the bank borrowings and that such repayment will not have a material impact on the cash flow of the Company. 5. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS SHAREHOLDINGS The effects of the Proposed Share Buy-Back on the direct and indirect interests of the Directors and Substantial Shareholders and any person connected with the Directors and/or Substantial Shareholders based on the Register of Substantial Shareholders and Register of Directors Shareholdings as at LPD assuming the Proposed Share Buy-Back is carried out in full by WZ Satu are as follows:- 3

6 Scenario I : Assuming that none of the Warrants are exercised and the Proposed Share Buy-Back is implemented in full:- < Number of WZ SATU shares > Substantial Shareholders Tengku Dato Sri Uzir bin Tengku Dato Ubaidillah Shareholdings as at LPD After the Proposed Share Buy-Back Direct % Indirect % Direct % Indirect % 89,919, ,919, Tan Ching Kee 46,059, (1) 4,202, ,059, (1) 4,202, Lembaga Tabung Haji 31,516, ,516, Ong Lee Ong Chuan Heng 25,211, ,211, Directors/Alternate Directors Tengku Dato Sri Uzir bin Tengku Dato Ubaidillah Dato Ir. William Tan Chee Keong Shareholdings as at LPD After the Proposed Share Buy-Back Direct % Indirect % Direct % Indirect % 89,919, ,919, ,950, (1) 265, ,950, (1) 265, Tan Teng Heng 6,600, ,600, Tan Ching Kee 46,059, (1) 4,202, ,059, (1) 4,202, Tan Chong Boon 6,148, (1) 124, ,148, (1) 124, Dato Ir. Mohd Ghazali bin Kamaruzaman Dato Amin Rafie bin Othman Datuk Idris Bin Haji Hashim Dato Syed Kamarulzaman bin Dato Syed Zainol Khodki Shahabudin 2,400 * - - 2,400 * Dato Yeong Kok Hee 85, , Rosli bin Shafiei Datuk Ahmad Nizam Bin Salleh Ng Chong Tin 2,961, ,961, Choi Chee Ken 13,950, ,950, * Insignificant Note:- (1) Through direct holding of spouse. 4

7 Scenario II : Assuming that all the outstanding Warrants are exercised and the Proposed Share Buy-Back is implemented in full. < Number of WZ SATU Shares > Substantial Shareholders Tengku Dato Sri Uzir bin Tengku Dato Ubaidillah Shareholdings as at LPD Assuming full exercise of Warrants After the Proposed Share Buy-back Direct % Indirect % Direct % Indirect % Direct % Indirect % 89,919, ,380, ,380, Tan Ching Kee 46,059, (1) 4,202, ,729, (1) 6,303, ,729, (1) 6,303, Lembaga Tabung Haji 31,516, ,516, ,516, Ong Lee Ong Chuan Heng 25,211, ,211, ,211, Note:- (1) Through direct holding of spouse. 5

8 < Number of WZ SATU Shares > Directors/Alternate Directors Tengku Dato Sri Uzir bin Tengku Dato Ubaidillah Shareholdings as at LPD Assuming full exercise of Warrants After the Proposed Share Buy-back Direct % Indirect % Direct % Indirect % Direct % Indirect % 89,919, ,380, ,380, Dato Ir. William Tan Chee Keong 13,950, (1) 265, ,925, (1) 326, ,925, (1) 326, Tan Teng Heng 6,600, ,300, ,300, Tan Ching Kee 46,059, (1) 4,202, ,729, (1) 6,303, ,729, (1) 6,303, Tan Chong Boon 6,148, Dato Ir.Mohd Ghazali bin Kamaruzaman Dato Amin Rafie bin Othman Datuk Idris bin Haji Hashim Dato Syed Kamarulzaman bin Dato Syed Zainol Khodki Shahabudin (1) 124, ,560, (1) 186, ,560, (1) 186, ,400 * - - 3,600 * - - 3,600 * Dato Yeong Kok Hee 85, , , Rosli bin Shafiei Datuk Ahmad Nizam Bin Salleh Ng Chong Tin 2,961, ,621, ,621, Choi Chee Ken 13,950, ,925, ,925, * Insignificant Note: (1) Through direct holding of spouse. 6

9 Save for the resulting increase in percentage of shareholdings as a consequence of the Proposed Share Buy-Back, none of the Directors, Substantial Shareholders or persons connected to them has any interest, direct or indirect, in the Share Buy-Back or the resale of treasury shares, if any. 6. PUBLIC SHAREHOLDING SPREAD Pursuant to Paragraph 8.02(1) of the Listing Requirements, a listed issuer must ensure that at least 25% of its total listed shares (excluding treasury shares) are in the hands of public shareholders. The public shareholding spread of the Company as at LPD is 35.41%. In implementing the Proposed Share Buy-Back, the Company will ensure that the minimum public shareholding spread of 25% is complied with. 7. RATIONALES, POTENTIAL ADVANTAGES AND DISADVANTAGES FOR THE PROPOSED SHARE BUY-BACK The Proposed Share Buy-Back is expected to benefit the Company and its shareholders in the following manner:- (a) (b) (c) it is expected to potentially benefit the Company and its shareholders, in terms of stabilising the supply and demand of WZ Satu shares as well as the price of the Company s shares; it will enhance the EPS of WZ Satu, irrespective of whether the Purchased Shares are held as Treasury Shares or cancelled, as it will result in a lower number of shares being taken into account for the purpose of computing the EPS of the shares; and if the Purchased Shares are held as Treasury Shares, such shares may potentially be resold at a higher price and therefore realising a potential gain in reserves without affecting the total issued and paid-up share capital. The Treasury Shares may also be distributed to the shareholders as dividend and if undertaken, would serve as a reward to the shareholders. The Proposed Share Buy-Back, if implemented, would reduce the financial resources of the Group. This may result in the Group having to:- (a) (b) (c) forgo future investments or business opportunities; increase its interest expense or reduce its interest income accordingly, that may be derived from not utilising such funds to repay bank borrowings or not depositing such funds in income bearing instruments; and/or; and reduce the availability of funds for distribution of cash dividends to shareholders. On the other hand, the financial resources of the Group may increase, if the resale of the purchased shares (not held as Treasury Shares) is at prices higher than purchase price. In this connection, the Board will be mindful of the interests of the Group, the shareholders and stakeholders when implementing the Proposed Share Buy-Back and when cancelling and/or reselling the said treasury shares, if any, on Bursa Securities. 7

10 8. FINANCIAL EFFECTS OF THE PROPOSED SHARE BUY-BACK On the assumption that the Proposed Share Buy-Back is carried out in full, the effects of the Proposed Share Buy-Back on the share capital, net assets, working capital, earnings and dividends are set out below:- (A) Share Capital In the event that the Proposed Share Buy-Back is implemented in full and all the Purchased Shares are subsequently cancelled, the proforma effects on the issued and paid-up share capital as at LPD, are as follows:- Scenario I : Assuming no further exercise of Warrants Scenario II : Assuming that all the outstanding Warrants are exercised and converted into shares Scenario I Scenario II No. of shares (RM) No. of shares (RM) Existing issued and paid-up share capital as at LPD 348,827, ,413, ,827, ,413, Shares to be issued upon full exercise of the Warrants ,627,554 49,313, Enlarged issued and paid up capital 348,827, ,413, ,454, ,727, Cancellation of purchased WZ Satu * shares 34,882,739 17,441, ,745,494 22,372, Issued and paid-up share capital after the Proposed Share Buy- Back 313,944, ,972, ,709, ,354, * Assuming purchase of the maximum number of shares as authorised under the Proposed Share Buy-Back. However, the Proposed Share Buy-Back will have no effect on the issued and paid-up share capital if all the Purchased Shares are to be retained as Treasury Shares, resold or distributed to the shareholders. 8

11 (B) Net Assets The effect of the Proposed Share Buy-Back on the consolidated NA per share of the Group would depend on the purchase prices, number of shares purchased, treatment of the Purchased Shares and the effective funding cost or loss of interest income to WZ Satu. The Proposed Share Buy-Back will reduce the NA per share at the time of purchase if the purchase price exceeds the NA per share and conversely, will increase the NA per share at the time of purchase if the purchase price is less than the NA per share. If the Treasury Shares are sold at a gain, the NA per share would increase and, conversely, the NA per share would decrease if the Treasury Shares are sold at a loss. The quantum of the increase or decrease in NA will depend on the selling prices of the Purchased Shares and the number of Purchased Shares resold. (C) Earnings The effect of the Proposed Share Buy-Back on the EPS would depend on the effective funding cost to the Group to finance the purchase of shares or any loss in interest income. Assuming that the shares purchased are retained as Treasury Shares and resold, the effects on the earnings of the Group will depend on the actual selling price, the number of Treasury Shares resold and the effective gain or interest savings from the exercise. (D) Working Capital The Proposed Share Buy-Back will reduce the working capital of the Group, the quantum of which will depend on the purchase prices, the number of shares purchased and the effective funding cost. (E) Dividends The Proposed Share Buy-Back may have an impact on the Company s dividend policy as it would reduce the cash available for dividend payment. Nonetheless, the Treasury Shares may be distributed as dividend to the shareholders if the Company so decides. 9. IMPLICATIONS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY IN RELATION TO THE RULES The Company intends to implement the Proposed Share Buy-back in the manner that will not result in any of the shareholders having to undertake a mandatory take-over offer pursuant to the Rules. In this respect, the Board will be mindful of the requirement of the Rules when implementing the Proposed Share Buy-Back Authority. Based on the Register of Substantial Shareholders as at LPD, it is unlikely that the provisions on mandatory take-over offer under the Rules will be triggered even if the Company purchases a maximum of 10% of the issued and paid-up share capital of the Company. 9

12 10. PURCHASE, RESALE AND CANCELLATION OF TREASURY SHARES MADE IN THE FINANCIAL YEAR ENDED 31 AUGUST 2016 PURSUANT TO THE EXISTING AUTHORITY There were no purchase, resale and cancellation of treasury shares made in the financial year ended 31 August DIRECTORS RESPONSIBILITY STATEMENT This Statement has been seen and approved by the Board and they individually and collectively accept full responsibility for the accuracy of the information given in this Statement and confirm that, after making all reasonable enquiries, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading. Having considered all aspects of the Proposed Renewal of Share Buy-back Authority, the Board is of the opinion that it is in the best interests of the Company. 12. DIRECTORS RECOMMENDATION The Directors, having considered all aspects of the Proposed Renewal of Share Buy-Back Authority, is of the opinion that it is in the best interests of the Company and its shareholders and accordingly, recommends that you vote in favour of the ordinary resolution to be tabled at the forthcoming 12 th AGM. 13. FURTHER INFORMATION Shareholders are advised to refer to the Audited Financial Statements of the Company for the financial year ended 31 August 2016 in the Annual Report 2016 which is despatched together with this Statement for further information. 10

13 APPENDIX A WZ SATU BERHAD (Company Number X) (Incorporated in Malaysia) EXTRACT OF NOTICE OF THE TWELFTH ANNUAL GENERAL MEETING OF THE COMPANY SCHEDULED TO BE HELD AT KRISTAL BALLROOM 1, LEVEL 1, WEST WING, HILTON PETALING JAYA, NO. 2 JALAN BARAT, PETALING JAYA, SELANGOR DARUL EHSAN ON TUESDAY, 24 JANUARY 2017 AT 10:00 A.M. SPECIAL BUSINESS To consider and if thought fit, to pass the following Resolution:- ORDINARY RESOLUTION NO. 2 - PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE UP TO 10% OF ITS OWN SHARES IN THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY ( PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY) That subject always to the Companies Act, 1965, the provisions of the Memorandum and Articles of Association of the Company, the Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ) and all other applicable laws, guidelines, rules and regulations, if applicable, the Company be and is hereby authorised to purchase such amount of ordinary shares of RM0.50 each in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities as the Directors may deem fit and expedient in the interest of the Company, provided that:- (i) (ii) (iii) the aggregate number of shares purchased does not exceed 10% of the total issued and paid-up share capital of the Company as quoted on Bursa Securities as at the point of purchase; the maximum funds to be allocated by the Company for the purpose of purchasing its own shares shall not exceed the total retained profits and share premium account of the Company based on the latest audited financial statements and/or the latest Management account of the Company (where applicable) available, upon such terms and conditions as set out in the Statement to Shareholders dated 28 December 2016; and the Directors of the Company may decide either to retain the shares purchased as treasury shares or cancel the shares or retain part of the shares so purchased as treasury shares and cancel the remainder or to resell the shares or distribute the shares as dividends; 11

14 That authority conferred by this Resolution shall commence immediately upon the passing of this Resolution and will only continue to be in force until: (i) (ii) (iii) the conclusion of the next Annual General Meeting of the Company, unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or the expiration of the period within which the next Annual General Meeting after that date is required by law to be held; or revoked or varied by resolution passed by the shareholders of the Company in general meeting, whichever occurs first; And that authority be and is hereby given to the Directors of the Company to act and take all such steps and do all things as are necessary or expedient to implement, finalise and give full effect to the aforesaid purchase." 12

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