TDM BERHAD (Company No P) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE

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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, 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 Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. TDM BERHAD (Company No P) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED DIVIDEND REINVESTMENT SCHEME THAT PROVIDES THE SHAREHOLDERS OF TDM WITH THE OPTION TO ELECT TO REINVEST THEIR CASH DIVIDENDS IN NEW ORDINARY SHARES OF RM0.20 EACH IN TDM ( PROPOSED DRS ) AND NOTICE OF EXTRAORDINARY GENERAL MEETING Adviser The Notice of Extraordinary General Meeting ( EGM ) together with the Form of Proxy are enclosed in this Circular. Shareholders are advised to refer to the Notice of EGM and the accompanying Form of Proxy which are enclosed. The Form of Proxy must be lodged with the Registered Office of the Company at Level 5, Bangunan UMNO Terengganu, Lot 3224, Jalan Masjid Abidin, Kuala Terengganu, Terengganu Darul Iman on or before the date and time indicated below or at any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. Last date and time for lodging the Form of Proxy : Sunday, 29 May 2016 at p.m. Date and time of the EGM : Tuesday, 31 May 2016 at p.m., or immediately following the conclusion or adjournment (as the case may be) of the Fifty- First Annual General Meeting of the Company, whichever is later, or at any adjournment thereof Venue of the EGM : Intan Hall, Permai Hotel, Jalan Sultan Mahmud, Kuala Terengganu, Terengganu Darul Iman This Circular is dated 28 April 2016

2 DEFINITIONS Except where the context otherwise requires, the following words and abbreviations shall apply throughout this Circular and shall have the following meanings: Act : Companies Act, 1965, as amended from time to time Adviser or PIVB : Public Investment Bank Berhad (20027-W) Allotment Date : The date of allotment and issuance of new TDM Shares which falls within eight (8) Market Days from the Expiry Date or such other period as may be prescribed by Bursa Securities Board : Board of Directors of TDM Book Closure Date : Book closure date in relation to a Dividend to which the Proposed DRS applies Bursa Depository : Bursa Malaysia Depository Sdn Bhd ( W) Bursa Securities : Bursa Malaysia Securities Berhad ( W) CDS : Central Depository System Circular : This circular to Shareholders dated 28 April 2016 in relation to the Proposed DRS CMSA : Capital Markets and Services Act, 2007, as amended from time to time Code : Malaysian Code on Take-Overs and Mergers, 2010, as amended from time to time Director(s) : Director(s) of TDM as at the LPD Dividend(s) : Cash dividend(s) declared by TDM, whether interim, final, special or any other cash dividend Dividend Payment Account : The non-interest bearing account opened by TDM to facilitate the payment of Dividend(s) EGM : Extraordinary general meeting Electable Portion : The whole or a portion of a Dividend that may be declared by the Company to which the Board, in its absolute discretion, determines whether the Reinvestment Option applies EPS : Earnings per share Expiry Date : The last day (which will be a date to be fixed and announced by the Board) by which an election made by a Shareholder in relation to the Electable Portion must be received by the Company s Share Registrar FPE : Financial period ended/ending FYE : Financial year ended/ending Issue Price : Issue price of the new TDM Shares to be issued pursuant to the Proposed DRS in accordance with the provisions as set out in Section 2.3 of this Circular Listing Requirements : Main Market Listing Requirements of Bursa Securities, as amended from time to time LPD : The latest practicable date prior to the despatch of this Circular, being 11 April i -

3 DEFINITIONS (Cont d) Major Shareholder(s) : Any person who has an interest or interests in one or more voting shares in the Company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is: (a) (b) 10% or more of the aggregate of the nominal amounts of all the voting shares in the Company; or 5% or more of the aggregate of the nominal amounts of all the voting shares in the Company, where such person is the largest shareholder of the Company. For the purpose of this definition, interest in shares shall have the meaning given in Section 6A of the Act Market Day(s) : Any day(s) between Monday and Friday (inclusive) which is not a public holiday and on which Bursa Securities is open for trading of securities NA : Net assets attributable to Shareholders Non-Electable Portion : The portion of a Dividend that may be declared by the Company to which the Reinvestment Option does not apply, as determined by the Board Notice(s) of Election : Notice(s) of election (in such form as the Board may approve) by which Shareholder(s) confirm their exercise of the Reinvestment Option Price Fixing Date : The date of which the Issue Price will be determined by the Board, in its absolute discretion which shall not be later than the announcement of the Book Closure Date for each Dividend Proposed DRS : Proposed dividend reinvestment scheme that provides Shareholders with the option to elect to reinvest their Dividends in new TDM Shares Reinvestment Option : The option given to Shareholders pursuant to the Proposed DRS, to reinvest the Electable Portion of a Dividend in new TDM Shares, as the Board may, at its absolute discretion, make available RM and sen : Ringgit Malaysia and sen, respectively Rp. : Indonesian Rupiah Shareholder(s) : Shareholders of TDM Share Registrar : Tricor Investor & Issuing House Services Sdn Bhd (11324-H) TDM or Company : TDM Berhad (6265-P) TDM Group or Group : TDM and its subsidiaries, collectively TDM Share(s) or Share(s) : Ordinary shares of RM0.20 each in TDM USD : United States Dollar VWAMP : Volume-weighted average market price Words incorporating the singular shall, where applicable, include the plural and vice versa. Words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Any reference to persons shall include a corporation, unless otherwise specified. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of a day in this Circular shall be a reference to Malaysian time, unless otherwise specified. - ii -

4 TABLE OF CONTENTS SECTIONS PAGE LETTER TO THE SHAREHOLDERS IN RELATION TO THE PROPOSED DRS CONTAINING: 1. INTRODUCTION 1 2 DETAILS OF THE PROPOSED DRS 1 3. RATIONALE FOR THE PROPOSED DRS 5 4. EFFECTS OF THE PROPOSED DRS 5 5. HISTORICAL SHARE PRICES 6 6. INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM 6 7. APPROVALS REQUIRED 7 8. INTER-CONDITIONALITY OF THE PROPOSED DRS 7 9. DIRECTORS STATEMENT AND RECOMMENDATION CORPORATE PROPOSALS ANNOUNCED BUT PENDING COMPLETION ESTIMATED TIMEFRAME FOR COMPLETION EGM FURTHER INFORMATION 8 APPENDICES I. DIVIDEND REINVESTMENT SCHEME STATEMENT 9 II. FURTHER INFORMATION 21 NOTICE OF EGM FORM OF PROXY ENCLOSED ENCLOSED - iii -

5 LETTER TO THE SHAREHOLDERS IN RELATION TO THE PROPOSED DRS

6 TDM BERHAD (Company No P) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office: Level 5, Bangunan UMNO Terengganu Lot 3224, Jalan Masjid Abidin Kuala Terengganu Terengganu Darul Iman 28 April 2016 Board of Directors: Lieutenant General Tan Sri Dato Haji Wan Abu Bakar Bin Haji Wan Omar (R) (Non-Independent Non- Executive Chairman) Wan Zalizan Bin Wan Jusoh (Executive Director) Major General Dato Dr Mohamad Termidzi Bin Junaidi (R) (Senior Independent Non-Executive Director) Dato Mohamat Bin Muda (Independent Non-Executive Director) Dato Haji Mohd Ali Bin Abas (Independent Non-Executive Director) Tuan Haji Mohd Nasir Bin Ali (Independent Non-Executive Director) Tuan Haji Samiun Bin Salleh (Non-Independent Non-Executive Director) Tuan Haji Md Kamaru Al-Amin Bin Ismail (Non-Independent Non-Executive Director) To: The Shareholders Dear Sir/Madam, PROPOSED DRS 1. INTRODUCTION On 31 March 2016, PIVB, on behalf of the Board, announced that the Company had proposed to undertake the dividend reinvestment scheme that provides Shareholders with the option to elect to reinvest their Dividends in new TDM Shares. THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE SHAREHOLDERS WITH THE RELEVANT INFORMATION OF THE PROPOSED DRS AND TO SEEK YOUR APPROVAL FOR THE RESOLUTION PERTAINING TO THE PROPOSED DRS TO BE TABLED AT THE FORTHCOMING EGM FOR WHICH THE NOTICE OF EGM TOGETHER WITH THE FORM OF PROXY ARE ENCLOSED HEREIN. SHAREHOLDERS ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS TOGETHER WITH THE APPENDICES OF THIS CIRCULAR BEFORE VOTING ON THE RESOLUTIONS TO GIVE EFFECT TO THE PROPOSED DRS TO BE TABLED AT THE FORTHCOMING EGM. 2. DETAILS OF THE PROPOSED DRS The Proposed DRS will provide Shareholders with the option to reinvest in whole or in part of their Dividends which includes any interim, final, special or other Dividends in new TDM Shares in lieu of receiving cash

7 In relation to Dividend to be declared, the Board may, at its absolute discretion, determine whether to offer Shareholders the Reinvestment Option and where applicable, the Electable Portion. Shareholders should note that the Company is not obliged to undertake the Proposed DRS for every Dividend to be declared. In this respect, the Electable Portion may encompass the whole Dividends declared or only a portion of the Dividends. In the event the Electable Portion is not applicable for the whole Dividends declared, the Non-Electable Portion will be paid wholly in cash. Please refer to Appendix I of this Circular for a process flow chart illustrating how the Proposed DRS is intended to be administered. Unless determined by the Board that the Reinvestment Option will apply to a particular Dividend (or a part thereof), all Dividends declared by TDM will be paid wholly in cash to Shareholders in the usual manner through a Dividend Payment Account. 2.1 Election to reinvest Dividends in new TDM Shares Shareholders shall have the following options in respect of the Reinvestment Option under the Proposed DRS: (i) to elect to participate by reinvesting in whole or in part the Electable Portion at the Issue Price for new TDM Shares. In the event that only part of the Electable Portion is reinvested, Shareholders shall receive the remaining portion of the Electable Portion not reinvested wholly in cash; or (ii) to elect not to participate in the Reinvestment Option and thereby receive the entire Dividend wholly in cash. The election to reinvest Dividends in new TDM Shares can be made via the Notice of Election which will be despatched to Shareholders after the Book Closure Date. For further information on the administration of the Proposed DRS, please refer to Section 2.10 of this Circular. Shareholders will receive the Electable Portion in cash if they do not expressly elect in writing to exercise the Reinvestment Option in accordance with the instructions set out in the Notice of Election. As such, Shareholders who wish to receive their Dividends wholly in cash need not take any action with regards to the Notice of Election. The percentage shareholding of a shareholder of TDM will be diluted should he/she not exercise his/her Reinvestment Option. However, the extent of the dilution will depend on the number of new TDM Shares issued pursuant to the level of the Reinvestment Option exercised by the other Shareholders. 2.2 Taxation Irrespective of whether an election is made by Shareholders, a tax voucher will be despatched to all Shareholders. For income tax purposes, Shareholders will have received a cash distribution equivalent to the amount of the Dividends declared, which or part of which, may be reinvested in new TDM Shares depending on whether they elect to exercise the Reinvestment Option, if applicable. Hence, the election for the Reinvestment Option does not relieve Shareholder of any income tax obligations (if applicable) and there is no tax advantage to be gained in exercising the Reinvestment Option or otherwise. 2.3 Pricing of new TDM Shares The Issue Price will be fixed by the Board on a Price Fixing Date to be announced later, and shall be determined based on the five (5)-day VWAMP of the TDM Shares immediately preceding the Price Fixing Date, with a discount of not more than ten percent (10%). The five (5)-day VWAMP shall be adjusted ex-dividend before applying the said discount in fixing the Issue Price. In any event, the Issue Price will not be lower than the par value of TDM Shares of RM0.20 each

8 The new TDM Shares will be issued free from any brokerage or fees to Shareholders unless otherwise provided by any statute, law or regulation. 2.4 Utilisation of proceeds The total cash reinvested into the Company from the Proposed DRS cannot be ascertained at this juncture. Therefore, the timeframe for utilisation of such cash proceeds cannot be determined. Nevertheless, the net cash proceeds from the Proposed DRS (after the reduction of estimated expenses in respect of the Proposed DRS, which amounting to approximately RM250,000) will be utilised for the working capital purposes of the Group. 2.5 Eligibility The right to participate in the Proposed DRS will be granted to all Shareholders, including the Directors of TDM, Major Shareholders and other interested persons (including persons connected with a Director or substantial shareholder) of the Company who hold TDM Shares. All Shareholders are eligible to participate in the Proposed DRS provided that such participation will not result in a breach of any restrictions on such Shareholder s holding of TDM Shares which may be imposed by any contractual obligation of Shareholders, or by statute, law or regulation in force in Malaysia or any other relevant jurisdiction, as the case may be (unless the requisite approvals under the relevant law, statute or regulation are first obtained) or the contractual obligation is otherwise waived in accordance with the terms and conditions of the relevant contracts. Notices of Election will not be sent to Shareholders who do not have an address in Malaysia to avoid any violation on the part of TDM of any securities laws applicable outside Malaysia. Shareholders who currently do not have a registered address in Malaysia and who wish to participate in the Proposed DRS are strongly advised to provide TDM s Share Registrar with a registered address in Malaysia no later than three (3) Market Days before the relevant Book Closure Date in respect of any particular Dividend to which the Reinvestment Option is made available by the Board. 2.6 Odd lots and fractional shares Under the Proposed DRS, Shareholders who exercise the Reinvestment Option and receive new TDM Shares shall be allotted such new TDM Shares in multiples of and not less than one hundred (100) new TDM Shares. The amount of the Dividend relating to the entitlement of new TDM Shares of less than one hundred (100) new TDM Shares will be added to the Non- Electable Portion and paid in cash to Shareholders in the usual manner. For the avoidance of doubt, Shareholders will not be receiving odd lots of new TDM Shares arising from their election to exercise the Reinvestment Option. 2.7 Maximum number of new TDM Shares The maximum number of new TDM Shares to be issued under the Proposed DRS will depend on, amongst others: (i) (ii) (iii) (iv) (v) the quantum of the Dividends; the Board s decision on the proportion/size of the Electable Portion; the number and/or extent of Shareholders who elect to exercise the Reinvestment Option; the Issue Price; and any necessary downward adjustment by the Board to the final number of new TDM Shares to be allotted and issued to any of Shareholders. The new TDM Shares to be issued pursuant to the Proposed DRS will not be underwritten

9 2.8 Ranking of new TDM Shares The new TDM Shares to be issued pursuant to the Proposed DRS shall rank pari passu in all respects with the then existing TDM Shares, save and except that the new TDM Shares shall not be entitled to any Dividends, rights, allotments and/or other distributions that may be declared, made or paid, the entitlement date of which is prior to the Allotment Date. As the new TDM Shares to be issued pursuant to the Proposed DRS are prescribed securities, the new TDM Shares will be credited directly into the respective CDS accounts of Shareholders who have elected to reinvest their Electable Portion. No physical share certificates will be issued. 2.9 Modification, suspension and termination of the Proposed DRS Subject to any requirement or provision imposed by any statute, law or regulation in force in Malaysia, as the case may be, the Proposed DRS may be modified, suspended (in whole or in part) or terminated at any time by the Board as it deems fit or expedient by giving notice in writing to all Shareholders in such manner as the Board deems fit, notwithstanding any other provision or the terms and conditions of the Proposed DRS stating to the contrary and irrespective of whether an election to exercise the Reinvestment Option has been made by a Shareholder General Subject to all the relevant approvals for the Proposed DRS being obtained, the Issue Price shall be announced on or before the announcement of the Book Closure Date. Subsequent to the Book Closure Date, the Notice of Election will be despatched to Shareholders. Should Shareholders wish to exercise the Reinvestment Option, there will be instructions provided in the Notice of Election in respect of the action to be taken by Shareholders. The Notice of Election will specify, amongst others, the Expiry Date (which will be a date to be fixed and announced by the Board) by which an election to be made by Shareholder in relation to the Electable Portion must be received by the Company s Share Registrar. After the Expiry Date, the Company shall transfer funds amounting to the total net Dividend (i.e. after the deduction of any applicable tax) and excluding Dividends which have been elected by Shareholders for reinvestment in new TDM Shares from its account to a Dividend Payment Account held in trust for Shareholders. An announcement in respect of the day on which the new TDM Shares will be listed and quoted on the Main Market of Bursa Securities will also be released by the Company accordingly. In accordance with Paragraph 6.09 of the Listing Requirements, TDM will within eight (8) market days from the Expiry Date or such date as may be prescribed by Bursa Securities, allot and issue the new TDM Shares and despatch notices of allotment to Shareholders (who exercised their Reinvestment Option). Concurrently, on the Allotment Date, the cash payment in respect of the Non-Electable Portion and any remaining portion of the Electable Portion not reinvested will be paid to Shareholders in the usual manner, which shall be within one (1) month from the Book Closure Date and in any event, not later than three (3) months from the date of the declaration of the Dividend or the date on which the approval is obtained in a general meeting of the Company, whichever is applicable, in accordance with Paragraph 8.26(2) and Paragraph 9.19(2)(a)(ii) of the Listing Requirements. For the avoidance of doubt, Shareholders who do not exercise their Reinvestment Option will also be paid concurrently in the usual manner on the Allotment Date

10 2.11 Implication of the Code The attention of Shareholders is drawn to Section 9(1), Part III of the Code and Section 217 of the CMSA. In particular, a Shareholder should note that he/she may be under an obligation to extend a take-over offer for the remaining TDM Shares not already owned by him/her and persons acting in concert with him/her (collectively referred to as Affected Party ), if: (i) (ii) by participating in the Proposed DRS in relation to the reinvestment of the Electable Portion, the Affected Party has obtained control via the acquisition or holding of, or entitlement to exercise or control the exercise of voting shares or voting rights of 33% or more in the Company or such other amount as may be prescribed in the Code, howsoever effected; or the Affected Party holds more than 33% but not more than 50% of the voting shares or voting rights of the Company and acquires, including by participating in the Proposed DRS in relation to any Electable Portion, more than 2% of the voting shares or voting rights of the Company in any six (6)-month period. Therefore, in the event an obligation to undertake a mandatory offer is expected to arise resulting from a participation in the Proposed DRS, the relevant parties may wish to consult their own adviser(s) in making an application to the Securities Commission Malaysia to obtain approval for an exemption from the obligation to undertake a mandatory offer pursuant to the Code prior to exercising their Reinvestment Option. 3. RATIONALE FOR THE PROPOSED DRS The Proposed DRS has capital management benefits as the reinvestment of the Dividends by Shareholders in new TDM Shares will enlarge TDM s share capital base and strengthen its capital position. Under the Proposed DRS, any cash so retained by TDM for the purposes of issuance of new TDM Shares will be preserved to fund the working capital requirements of the Group. The Proposed DRS will provide Shareholders with greater flexibility in meeting their investment objectives as they would have the option of either receiving Dividends in cash or reinvesting in new TDM Shares. Shareholders are expected to benefit from their participation in the Proposed DRS as the new TDM Shares may be issued at a discount and their subscription of new TDM Shares will be free from any brokerage, fees and other related transaction costs (unless otherwise provided by any statute, law or regulation). Shareholders will not be worse off as a result of the implementation of the Proposed DRS as Shareholders can still elect to receive their Dividends in cash. 4. EFFECTS OF THE PROPOSED DRS The effects of the Proposed DRS are dependent on several factors, which include, amongst others, the quantum of the Dividends, the Board s decision on the proportion/size of the Electable Portion, the extent to which Shareholders elect to exercise the Reinvestment Option and the Issue Price. 4.1 Issued and paid-up share capital Under the Proposed DRS, the issued and paid-up share capital of TDM will increase due to the issuance of new TDM Shares pursuant to any exercise by Shareholders of the Reinvestment Option made available. 4.2 Earnings and EPS The Proposed DRS is not expected to have any effects on the consolidated earnings of the Group but the EPS of the Group will be diluted, depending on the extent Shareholders elect to reinvest the Electable Portion in new TDM Shares. However, the reinvested amount will be retained to fund the working capital requirements of the Group and is expected to contribute positively to the future earnings of the Group

11 4.3 NA and gearing As compared with paying Dividends wholly in cash, the Proposed DRS will increase the NA of TDM and in turn, improve the consolidated gearing position of the Company, but the quantum of the increase in NA and improvement in consolidated gearing position will depend on the extent to which Shareholders elect to exercise the Reinvestment Option. 4.4 Substantial shareholders shareholdings Pursuant to the Proposed DRS, the substantial shareholders shareholdings in TDM will not be affected if all Shareholders fully exercise their respective Electable Portion. However, where substantial shareholders elect to reinvest their Electable Portion and some or all of the other Shareholders do not elect to reinvest their Electable Portion or to elect to reinvest only part of their Electable Portion, the substantial shareholders shareholdings in the Company will increase, or vice versa. 4.5 Convertible securities As at the LPD, the Company does not have any convertible securities. 5. HISTORICAL SHARE PRICES The monthly highest and lowest prices of the TDM Shares as traded on Bursa Securities for the past twelve (12) months up to and including the LPD are set out in the table below: 2015 High (RM) Low (RM) April May June July August September October November December January February March The last transacted price on 30 March 2016 (being the last Market Day prior to the announcement of the Proposed DRS) The last transacted price on 11 April 2016 (being the LPD) (Source: Bloomberg) 6. INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors, Major Shareholders and/or persons connected to them have any interest, direct or indirect, in the Proposed DRS beyond their respective entitlements to Dividends and the Reinvestment Option as Shareholders, to which all other Shareholders are similarly entitled to

12 7. APPROVALS REQUIRED The Proposed DRS is conditional upon the following approvals being obtained from: (i) Shareholders for the Proposed DRS and the issuance of new TDM Shares pursuant to the Proposed DRS at the forthcoming EGM; The first Shareholders approval for the issuance of new TDM Shares pursuant to the Proposed DRS will be sought at the said EGM. Subsequent approvals for future issuance of new TDM Shares pursuant to the Proposed DRS will be sought at the Company s Annual General Meeting on an annual basis where applicable. For avoidance of doubt, the approval to be obtained from the Shareholders for future issuance of new TDM Shares arising from the Proposed DRS is in addition to any general mandate pursuant to section 132D of the Act (where the Shares to be issued shall not exceed 10% of the nominal value of the total issued and paid-up share capital of the Company); and (ii) Bursa Securities for the listing of and quotation for new TDM Shares to be issued pursuant to the Proposed DRS on the Main Market of Bursa Securities; The application to Bursa Securities for the listing of and quotation for any new TDM Shares to be issued pursuant to the Proposed DRS on the Main Market of Bursa Securities would be made prior to the announcement of the Price Fixing Date and the Book Closure Date. (iii) any other relevant authorities, if required. 8. INTER-CONDITIONALITY OF THE PROPOSED DRS The Proposed DRS is not conditional upon any other corporate exercise undertaken or to be undertaken by TDM. 9. DIRECTORS STATEMENT AND RECOMMENDATION The Board, having considered all aspects of the Proposed DRS including but not limited to the rationale and effects of the Proposed DRS, is of the view that the Proposed DRS is in the best interests of the Company and its Shareholders. Accordingly, the Board recommends that Shareholders vote in favour of the resolution pertaining to the Proposed DRS to be tabled at the forthcoming EGM. 10. CORPORATE PROPOSALS ANNOUNCED BUT PENDING COMPLETION The Board confirms that save as disclosed below, as at the date of this Circular, there is no other corporate proposals that has been announced but pending completion: Private placement of up to 148,166,168 new TDM Shares ( Placement Shares ), representing up to ten percent (10%) of the issue and paid-up share capital of the Company ( Private Placement ), which was announced by the Company on 3 July 2015 and approved by Bursa Securities via its letter dated 29 July Bursa Securities had, via its letter dated 18 January 2016, granted the Company an extension of time of six (6) months from 28 January 2016 until 27 July 2016 to complete the implementation of the Private Placement. As at the LPD, the Placement Shares have not been issued as the placees are yet to be identified by the Board. 11. ESTIMATED TIMEFRAME FOR COMPLETION Subject to the relevant approvals being obtained and barring any unforeseen circumstances, the Proposed DRS is expected to be put in place by the third (3 rd ) quarter of

13 12. EGM The EGM, the notice of which is enclosed with this Circular, will be held at Intan Hall, Permai Hotel, Jalan Sultan Mahmud, Kuala Terengganu, Terengganu Darul Iman on Tuesday, 31 May 2016 at p.m., or immediately following the conclusion or adjournment (as the case may be) of the Fifty- First Annual General Meeting of the Company, whichever is later, for the purpose of considering and, if thought fit, passing with or without modification, the resolution so as to give effect to the Proposed DRS. If you are unable to attend, speak and vote in person at the EGM, you are requested to complete, sign and return the enclosed Form of Proxy in accordance with the instructions contained therein, to be deposited at the registered office of the Company at Level 5, Bangunan UMNO Terengganu, Lot 3224, Jalan Masjid Abidin, Kuala Terengganu, Terengganu Darul Iman not later than forty-eight (48) hours before the time for holding the EGM. The lodging of the Form of Proxy shall not preclude you from attending, speaking and voting in person at the EGM should you subsequently wish to do so. 13. FURTHER INFORMATION Shareholders are advised to refer to the appendices of this Circular for further information. Yours faithfully, For and on behalf of the Board TDM BERHAD Lieutenant General Tan Sri Dato Haji Wan Abu Bakar Bin Haji Wan Omar (R) Non-Independent Non-Executive Chairman - 8 -

14 APPENDIX I DIVIDEND REINVESTMENT SCHEME STATEMENT TDM BERHAD (Company No P) (Incorporated in Malaysia under the Companies Act, 1965) DIVIDEND REINVESTMENT SCHEME STATEMENT (Abbreviations and definitions, unless where the context requires otherwise, shall be as set out in Section 2 of the Terms and Conditions governing this Dividend Reinvestment Scheme Statement) This Dividend Reinvestment Scheme Statement contains the terms and conditions of the Dividend Reinvestment Scheme of TDM as may be amended from time to time ( Terms and Conditions ) under which persons registered in the Record of Depositors of the Company, as Shareholders on the Book Closure Date may, in relation to any Dividend, be given the Option to reinvest as the Board may, in its absolute discretion, make available ( Dividend Reinvestment Scheme ). SUMMARY OF THE DIVIDEND REINVESTMENT SCHEME The Dividend Reinvestment Scheme will provide Shareholders with the option to reinvest in whole or in part of their Dividends which includes any interim, final, special or other Dividends in new TDM Shares in lieu of receiving cash. In relation to Dividends to be declared, the Board may, at its absolute discretion, determine whether to offer Shareholders the Reinvestment Option and where applicable, the Electable Portion of the Dividends to which the Reinvestment Option applies. Shareholders should note that the Company is not obliged to undertake the Dividend Reinvestment Scheme for every Dividend to be declared. In this respect, the Electable Portion may encompass the whole Dividends declared or only a portion of the Dividends. In the event the Electable Portion is not applicable for the whole Dividends declared, the Non- Electable Portion will be paid wholly in cash. Unless determined by the Board that the Reinvestment Option will apply to a particular Dividend (or a part thereof), all Dividends declared by TDM will be paid wholly in cash to Shareholders in the usual manner through a Dividend Payment Account. TDM will issue new TDM Shares to Shareholders who elect to participate in the Reinvestment Option under the Dividend Reinvestment Scheme. The Issue Price will be fixed by the Board on the Price Fixing Date to be announced later, and shall be determined based on the five (5)-day VWAMP of the TDM Shares immediately preceding the Price Fixing Date, with a discount of not more than ten percent (10%). The five (5)-day VWAMP shall be adjusted ex-dividends before applying the said discount in fixing the Issue Price. In any event, the Issue Price will not be lower than the par value of TDM Shares of RM0.20 each. The Issue Price shall be announced on or before the announcement of the Book Closure Date. Approval for the listing of and quotation for the new TDM Shares to be issued pursuant to the Dividend Reinvestment Scheme on the Main Market of Bursa Securities will be sought from Bursa Securities and the announcement of the Book Closure Date will be made after receipt of the said approval from Bursa Securities

15 APPENDIX I DIVIDEND REINVESTMENT SCHEME STATEMENT (Cont d) Shareholders will have the following options in respect of the Reinvestment Option: (i) to elect to participate by reinvesting in whole or in part the Electable Portion at the Issue Price for new TDM Shares. In the event that only part of the Electable Portion is reinvested, Shareholders shall receive the remaining portion of the Electable Portion not reinvested wholly in cash; or (ii) to elect not to participate in the Reinvestment Option and thereby receive the entire Dividends wholly in cash. The new TDM Shares will be issued free from any brokerage or fees to Shareholders unless otherwise provided by any statute, law or regulation. Subsequent to the Book Closure Date, a Notice of Election will be despatched to Shareholders. The Notice of Election will specify, amongst others, the Expiry Date. Instruction will be provided in the Notice of Election in respect of the action to be taken by Shareholders should they wish to exercise the Reinvestment Option. The new TDM Shares to be issued pursuant to the Dividend Reinvestment Scheme will not be underwritten, and will be credited directly into the respective CDS accounts of Shareholders who elect to exercise the Reinvestment Option. The new TDM Shares to be issued pursuant to the Dividend Reinvestment Scheme shall rank pari passu in all respects with the then existing TDM Shares, save and except that the new TDM Shares shall not be entitled to any Dividends, rights, allotments and/or other distributions that may be declared, made or paid, the entitlement date of which is prior to the Allotment Date. All Shareholders are eligible to participate in the Dividend Reinvestment Scheme subject to the restrictions described in the following section. HOW TO PARTICIPATE Participation in the Dividend Reinvestment Scheme is optional and not transferable. A Shareholder wishing to reinvest in new TDM Shares in respect of any Electable Portion to which a Notice of Election is received by him must complete the Notice of Election and return it to the office of the Share Registrar in accordance with the instructions as prescribed therein. Shareholders who receive more than one (1) Notice of Election and wishing to reinvest in new TDM Shares in respect of all of his entitlement to the Electable Portion must complete all Notices of Election received by him and return the completed Notices of Election to the Share Registrar. Shareholders should note that they are at liberty to decide which particular Notice of Election they wish to elect for the reinvestment in new TDM Shares. Where any particular Notice of Election is not elected upon or not received by the Share Registrar by the Expiry Date, the Dividend relating thereto will be received in cash by Shareholders in the usual manner. To be effective in respect of any Electable Portion to which a Notice of Election relates, such duly completed and signed Notice of Election must be received by the Share Registrar no later than the date to be specified by the Board and stated in the Notice of Election in respect of that particular Reinvestment Option. All Shareholders are eligible to participate in the Dividend Reinvestment Scheme, provided that such participation will not result in a breach of any restrictions on such Shareholder s holding of TDM Shares which may be imposed by any contractual obligation of Shareholders, or by statute, law or regulation in force in Malaysia or any other relevant jurisdiction, as the case may be (unless the requisite approvals under the relevant law, statute or regulation are first obtained) or the contractual obligation is otherwise waived in accordance with the terms and conditions of the relevant contracts. Notices of Election will not be sent to Shareholders who do not have an address in Malaysia to avoid any violation on the part of TDM of any securities laws applicable outside Malaysia

16 APPENDIX I DIVIDEND REINVESTMENT SCHEME STATEMENT (Cont d) Shareholders who currently do not have a registered address in Malaysia and who wish to participate in the Dividend Reinvestment Scheme are strongly advised to provide TDM s Share Registrar with a registered address in Malaysia no later than three (3) Market Days before the relevant Book Closure Date in respect of any particular Dividend to which the Reinvestment Option is made available by the Board. Shareholders should note that under the Dividend Reinvestment Scheme: (i) (ii) in exercising the Reinvestment Option, Shareholders are at liberty to reinvest the entire Electable Portion or a part thereof to which a Notice of Election relates; and their right to exercise the Reinvestment Option is non-transferable. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

17 APPENDIX I DIVIDEND REINVESTMENT SCHEME STATEMENT (Cont d) ADMINISTRATION OF THE PROPOSED DRS A brief process flow chart in relation to the administration of the Proposed DRS is shown below: STEP 1 TDM declares a dividend to which the Board determines that the Reinvestment Option is made available and TDM fixes the Issue Price and announces the Book Closure Date for the Electable Portion. STEP 2 TDM despatches the Notice of Election to Shareholders. STEP 3 Shareholders to decide whether to reinvest the Electable Portion (whole or part) upon receipt of Notice of Election. After the Expiry Date, funds will be transferred to a Dividend Payment Account. DECISION YES NO Shareholders to complete and return the Notice of Election to TDM s Share Registrar before the Expiry Date. Shareholders need not take any action with regards to the Notice of Election. STEP 4 TDM to allot and credit new TDM Shares into the CDS accounts of Shareholders who elect to exercise the Reinvestment Option where the reinvested amount of the Dividend will be transferred to the Company. STEP 5 TDM to pay the Non-Electable Portion and the remaining portion of the Electable Portion not reinvested, if any ( DRS Payment ). TDM to pay dividend wholly in cash to Shareholders who elect not to reinvest any of the Electable Portion ( Cash Payment ). Note: In respect of Step 5, Shareholders should note that the Cash Payment, DRS Payment and TDM Share allotment will take place on the same day, which shall be within one (1) month from the Book Closure Date and in any event, not later than three (3) months from the date of the declaration of the Dividend or the date on which the approval is obtained in a general meeting of the Company, whichever is applicable

18 APPENDIX I DIVIDEND REINVESTMENT SCHEME STATEMENT (Cont d) TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT SCHEME 1. ESTABLISHMENT The Dividend Reinvestment Scheme has been established by the Board and the administration of the Dividend Reinvestment Scheme, including the Reinvestment Option and the Electable Portion, shall be determined by the Board at its absolute discretion. 2. DEFINITIONS In these Terms and Conditions, the following definitions shall apply: Allotment Date : Date of the issuance of New TDM Shares which falls within eight (8) Market Days from the Expiry Date or such period as may be prescribed by Bursa Securities Board : Board of Directors of TDM Book Closure Date : Book closure date in relation to a Dividend to which the Dividend Reinvestment Scheme applies Bursa Depository : Bursa Malaysia Depository Sdn Bhd ( W) Bursa Securities : Bursa Malaysia Securities Berhad ( W) CDS : Central Depository System CMSA : Capital Markets and Services Act, 2007, as amended from time to time Code : Malaysian Code on Take-Overs and Mergers, 2010, as amended from time to time TDM or Company : TDM Berhad (6265-P) TDM Share(s) : Ordinary shares of RM0.20 each in TDM Director(s) : Director(s) of TDM Dividend Payment Account : The non-interest bearing account opened by TDM to facilitate the payment of Dividend(s) Dividend(s) : Cash dividends declared by TDM, whether interim, final, special or any other cash dividend Electable Portion : The whole or a portion of a Dividend that may be declared by the Company to which the Board, in its absolute discretion, determines whether the Reinvestment Option applies Expiry Date : The last day (which will be a date to be fixed and announced by the Board) by which an election made by a Shareholder in relation to the Electable Portion must be received by the Company s Share Registrar Issue Price : The issue price for the New TDM Shares to be determined by the Board on the Price Fixing Date, and shall be determined based on the five (5)- day VWAMP of the TDM Shares immediately preceding the Price Fixing Date, with a discount of not more than ten percent (10%). The five (5)-day VWAMP shall be adjusted ex-dividend before applying the said discount in fixing the Issue Price. In any event, the Issue Price will not be lower than the par value of TDM Shares of RM0.20 each

19 APPENDIX I DIVIDEND REINVESTMENT SCHEME STATEMENT (Cont d) Listing Requirements : Main Market Listing Requirements of Bursa Securities, as amended from time to time Market Day(s) : Any day(s) between Monday and Friday (inclusive) which is not a public holiday and on which Bursa Securities is open for trading of securities New TDM Shares : New TDM Shares to be issued pursuant to the Dividend Reinvestment Scheme Non-Electable Portion : The portion of a Dividend that may be declared by the Company to which the Reinvestment Option does not apply, as determined by the Board Notice(s) of Election : Notice(s) of election (in such form as the Board may approve) by which Shareholders confirm their exercise of the Reinvestment Option Overseas Shareholders : Shareholders who do not have a registered address in Malaysia Participating Shareholder : A Shareholder who elects to exercise the Reinvestment Option pursuant to the Dividend Reinvestment Scheme to the extent of the Electable Portion as determined by the Board at its absolute discretion in respect of his holdings of TDM Shares as at each Book Closure Date to which each Notice of Election received by him relates Price Fixing Date : The date on which the Issue Price will be determined by the Board, in its absolute discretion which shall not be later than the announcement of the Book Closure Date for each Dividend Reinvestment Option : The option given to Shareholders pursuant to the Dividend Reinvestment Scheme, to reinvest the Electable Portion of a Dividend in New TDM Shares, as the Board may, in its absolute discretion, make available RM and sen : Ringgit Malaysia and sen, respectively Share Registrar : Tricor Investor & Issuing House Services Sdn Bhd (11324-H) Shareholders : Shareholders of TDM Terms and Conditions : The terms and conditions of the Dividend Reinvestment Scheme as amended, modified and supplemented from time to time VWAMP : Volume-weighted average market price 3. ELIGIBILITY All Shareholders are eligible to participate in the Dividend Reinvestment Scheme provided that such participation will not result in a breach of any restrictions on such Shareholder s holding of TDM Shares which may be imposed by any contractual obligation of Shareholders, or by statute, law or regulation in force in Malaysia or any other relevant jurisdiction, as the case may be (unless the requisite approvals under the relevant law, statute or regulation are first obtained) or the contractual obligation is otherwise waived in accordance with the terms and conditions of the relevant contracts

20 APPENDIX I DIVIDEND REINVESTMENT SCHEME STATEMENT (Cont d) 4. SHAREHOLDERS RESIDING OUTSIDE MALAYSIA Notices of Election will not be sent to Shareholders who do not have an address in Malaysia to avoid any violation on the part of TDM of any securities laws applicable outside Malaysia. Accordingly, the documents relating to the Dividend Reinvestment Scheme, including the Notice of Election, will not be sent to the Overseas Shareholders. No Overseas Shareholder shall have a claim whatsoever against the Company as a result of the documents relating to the Dividend Reinvestment Scheme not being sent to such Overseas Shareholder. Overseas Shareholders who receive or come to have in their possession this Statement, a Notice of Election and/or any other documents relating to the Dividend Reinvestment Scheme may not treat the same as being applicable to them (except where the documents relating to the Dividend Reinvestment Scheme have been collected from the Share Registrar in the manner specified below) and are, in any event, advised to inform themselves of, and to observe, any prohibitions and restrictions, and to comply with any laws and regulations relating to the Dividend Reinvestment Scheme as may be applicable to them. Overseas Shareholders who wish to participate in the Dividend Reinvestment Scheme must have a registered address in Malaysia to facilitate the service of documents in Malaysia and Overseas Shareholders who wish to permanently change their address should inform their respective stockbrokers to effect the change of address. Such notification should be done no later than three (3) Market Days before the relevant Book Closure Date. Alternatively, such Overseas Shareholders may, (i) collect the Notice of Election and other documents relating to the Dividend Reinvestment Scheme from the Share Registrar, in which event the Share Registrar is entitled to request for documentary evidence to satisfy itself as to the identity and authority of the person collecting the Notice of Election and other documents relating to the Dividend Reinvestment Scheme or alternatively (ii) provide the Share Registrar with their respective address in Malaysia no later than three (3) Market Days before the relevant Book Closure Date in respect of any Dividend to which the Board has determined that the Dividend Reinvestment Scheme shall apply. Overseas Shareholders will be solely responsible for seeking advice as to the laws of any jurisdiction that they may be subjected to, and participation by the Overseas Shareholders in the Dividend Reinvestment Scheme will be on the basis that he may lawfully so participate without the Company, its Directors and employees and its advisers and the employees of the advisers being in breach of the laws of any jurisdiction. 5. LEVEL OF PARTICIPATION A Participating Shareholder may elect to participate in the Dividend Reinvestment Scheme to the extent of the Electable Portion in respect of his holding of TDM Shares as at each Book Closure Date to which each Notice of Election received by him relates. 6. NOTICE OF ELECTION TO PARTICIPATE Subsequent to the Book Closure Date, the Company will, in its absolute discretion, send to each Shareholder one (1) or more Notices of Election in relation to each CDS account held by Shareholder. The Notice of Election will contain the instructions with respect to the action that is required to be taken by Shareholders to exercise the Reinvestment Option and will also state the Expiry Date. To be effective in respect of any Electable Portion, a Notice of Election must be duly completed and executed by Shareholder as to the confirmation of his election to reinvest in New TDM Shares and must be received by the Share Registrar, no later than the Expiry Date. Shareholders who receive more than one (1) Notice of Election may elect to reinvest in New TDM Shares in respect of his entitlement to which one (1) Notice of Election relates and decline to reinvest in New TDM Shares in respect of his entitlement to which any other Notice of Election relates

21 APPENDIX I DIVIDEND REINVESTMENT SCHEME STATEMENT (Cont d) Shareholders who receive more than one (1) Notice of Election and wishing to reinvest in New TDM Shares in respect of all his entitlement to the Electable Portion in respect of his entire holding of TDM Shares to which the Notices of Election relate must complete all the Notices of Election received by him and return the completed Notices of Election to the office of the Share Registrar at such address as may be announced by the Company from time to time, no later than the Expiry Date specified in the Notice of Election. Notwithstanding the date of receipt by the Share Registrar of the completed Notices of Election, in accordance with Paragraph 6.09 of the Listing Requirements, the Allotment Date of the New TDM Shares will occur within eight (8) Market Days from the Expiry Date or such date as may be prescribed by Bursa Securities, provided always that the completed Notices of Election are received by the Share Registrar no later than the Expiry Date. A Notice of Election to participate in the Dividend Reinvestment Scheme in any other form will not be accepted by the Company. A Notice of Election in respect of any Electable Portion is irrevocable and shall not be withdrawn or cancelled by the submitting Shareholder. The Company has the discretion and right to accept or reject any Notice of Election that is incomplete, contains errors or is otherwise defective. The Company is under no obligation to correct invalid Notices of Election on behalf of any Shareholder or to provide any reason for rejecting any Notice of Election. Any Notice of Election received after the Expiry Date shall be invalid. By submitting one (1) or more Notices of Election, the Participating Shareholder is electing to participate in the Dividend Reinvestment Scheme, and unconditionally and irrevocably: (i) (ii) (iii) (iv) (v) (vi) (vii) warrants to the Company that it has the legal right and full power and authority to participate in the Dividend Reinvestment Scheme and that its participation in the Dividend Reinvestment Scheme will not result in a breach of any statute, law or regulation or contractual obligations by which it is bound; acknowledges that the Company may at any time in its absolute discretion determine that the Participating Shareholder s Notice of Election or other form (collectively referred to as Form ) is valid, even if the relevant Form is incomplete, contains errors or is otherwise defective; acknowledges that the Company may accept or reject any Form and agrees that the Company need not provide any reason therefor; acknowledges that the Company has not provided and is not obliged to provide the Participating Shareholder with investment advice or any other advice; agrees to these Terms and Conditions and agrees not to do any act or thing which would be contrary to the intention or purpose of the Dividend Reinvestment Scheme; submits to the jurisdiction of the Malaysian Courts, in each case, at all times until termination of the Dividend Reinvestment Scheme; and agrees that notwithstanding anything to the contrary, the Terms and Conditions set out herein or otherwise and irrespective of whether an election to exercise the Reinvestment Option has been made, if any time after the Board has determined that the Dividend Reinvestment Scheme shall apply to any Dividend and before the allotment and issuance of the New TDM Shares in respect of the Electable Portion, the Board shall consider that by reason of any event or circumstance (whether arising before or after such determination) or by reason of any matter whatsoever it is no longer expedient or appropriate to implement the Dividend Reinvestment Scheme in respect of the Electable Portion, the Board may, in their absolute discretion and as they deem fit in the interest of the Company and without assigning any reason thereof, cancel the application of the Dividend Reinvestment Scheme in relation to the Electable Portion subject to any requirement or provision imposed by any statute, law or regulation in force in Malaysia, as the case may be. In such event, Shareholders shall receive the Electable Portion in cash in the usual manner from the Dividend Payment Account

22 APPENDIX I DIVIDEND REINVESTMENT SCHEME STATEMENT (Cont d) Irrespective of whether an election is made by a Shareholder, a tax voucher will be despatched to all Shareholders. For income tax purposes, a Shareholder will have received a cash distribution equivalent to the amount of the Dividends declared which or part of which may be reinvested in New TDM Shares depending on whether they elect to exercise the Reinvestment Option, if applicable. Hence, the election for the Reinvestment Option does not relieve Shareholder of any income tax obligation (if applicable) and there is no tax advantage to be gained in exercising the Reinvestment Option or otherwise. An announcement will also be made on the listing of and quotation for the New TDM Shares to be issued pursuant to the Dividend Reinvestment Scheme on the Main Market of Bursa Securities. Shareholders will receive the electable Portion in cash, if they do not expressly elect in writing to exercise the Reinvestment Option by the Expiry Date. As such, Shareholders who wish to receive their Dividends wholly in cash need not take any action with regards to the Notice of Election. 7. EXTENT OF APPLICATION OF DIVIDEND REINVESTMENT SCHEME TO EACH ELECTABLE PORTION The Board may, at its absolute discretion, determine in respect of any Dividend, whether the Dividend Reinvestment Scheme shall apply and if so whether it is for the whole or a portion of the Dividend. If, in its absolute discretion, the Board has not determined that the Dividend Reinvestment Scheme is to apply to a particular Dividend, such Dividend shall be paid in cash to Shareholders in the usual manner through the Dividend Payment Account. 8. SHARE ENTITLEMENT By electing to participate in the Dividend Reinvestment Scheme in respect of any Notice of Election received by him, a Shareholder elects to reinvest the Electable Portion to which such Notice of Election relates. In respect of any Electable Portion, the number of New TDM Shares to be allotted and issued to the Participating Shareholder electing to reinvest the whole or, if applicable, part of the Electable Portion in New TDM Shares in respect of a Notice of Election shall be calculated in accordance with the following formula: Where: N : is the number of New TDM Shares to be issued and allotted as fully paid-up to the Participating Shareholder in respect of such Notice of Election. S : is the number of TDM Shares held by the Participating Shareholder as at the Book Closure Date to which such Notice of Election relates. D : is the Electable Portion or a part thereof (after deduction of applicable income tax). V : is the Issue Price, which, for the purpose of the Dividend Reinvestment Scheme, shall be an amount in RM as determined by the Board based on the ex-dividends adjusted five (5)-day VWAMP immediately prior to the Price Fixing Date after applying a discount of not more than ten percent (10%). In any event, the Issue Price will not be lower than the par value of TDM Shares of RM0.20 each. Any fractional entitlement of New TDM Shares computed in accordance with the above formula will be received in cash by Shareholders in the usual manner through the Dividend Payment Account. The percentage shareholding of a Shareholder in the Company will be diluted should he not exercise his Reinvestment Option. However, the extent of the dilution will depend on the number of New TDM Shares issued pursuant to the level of the Reinvestment Option exercised by the other Shareholders

23 APPENDIX I DIVIDEND REINVESTMENT SCHEME STATEMENT (Cont d) 9. TERMS OF ALLOTMENT Unless the Board otherwise determines, all New TDM Shares allotted under the Dividend Reinvestment Scheme will be allotted as fully paid-up. All such New TDM Shares shall upon allotment and issuance, rank pari passu in all respects with the then existing TDM Shares, save and except that the New TDM Shares shall not be entitled to any Dividends, rights, allotments and/or other distributions that may be declared, made or paid, the entitlement date of which is prior to the Allotment Date. As the New TDM Shares to be issued pursuant to the Dividend Reinvestment Scheme are prescribed securities, the New TDM Shares will be credited directly into the respective CDS accounts of Shareholders who have elected to reinvest their Electable Portion. No physical share certificates will be issued. 10. ODD LOTS Shareholders will not be receiving odd lots of New TDM Shares arising from their election to exercise the Reinvestment Option. Shareholders who exercise the Reinvestment Option and receive New TDM Shares shall be allotted such New TDM Shares in multiples of and not less than one hundred (100) New TDM Shares. The amount of the Dividend relating to the entitlement of New TDM Shares of less than one hundred (100) New TDM Shares will be added to the Non-Electable Portion and paid in cash to Shareholders in the usual manner. 11. NOTIFICATION LETTERS TO PARTICIPATING SHAREHOLDERS TDM will within eight (8) Market Days from the Expiry Date or such other period as may be prescribed by Bursa Securities, allot and issue the New TDM Shares, despatch notices of allotment to Shareholders (who elect to participate in the Dividend Reinvestment Scheme) by ordinary post at Shareholders own risk to the addresses shown in Bursa Depository s record and apply for quotation for the New TDM Shares, where applicable. An announcement will also be made on the listing of and quotation for the New TDM Shares to be issued pursuant to the Dividend Reinvestment Scheme on the Main Market of Bursa Securities. Concurrently on the Allotment Date, the Non-Electable Portion and the Electable Portion not exercised (if applicable) under the Reinvestment Option will be paid to the respective Shareholders in cash. The tax voucher for such Dividend will be despatched to Shareholders who are entitled to such Dividend. 12. COST TO THE PARTICIPATING SHAREHOLDERS The New TDM Shares will be issued free of any brokerage fees and related transaction costs, unless otherwise provided by any statute, law or regulation. 13. CANCELLATION OF APPLICATION OF DIVIDEND REINVESTMENT SCHEME Notwithstanding any other provisions, the Terms and Conditions of the Dividend Reinvestment Scheme set out herein or otherwise and irrespective of whether an election to exercise the Reinvestment Option has been made, if at any time after the Board has determined that the Dividend Reinvestment Scheme shall apply to any Dividend and before the allotment and issuance of the New TDM Shares in respect of the Electable Portion, the Board shall consider that by reason of any event or circumstance (whether arising before or after such determination) or by reason of any matter whatsoever it is no longer expedient or appropriate to implement the Dividend Reinvestment Scheme in respect of the Electable Portion, the Board may, in their absolute discretion and as they deem fit in the interest of the Company and without assigning any reason thereof, cancel the application of the Dividend Reinvestment Scheme in relation to the Electable Portion subject to any requirement or provision imposed by any statute, law or regulation in force in Malaysia, as the case may be. In such event, Shareholders shall receive the Electable Portion in cash in the usual manner from the Dividend Payment Account

24 APPENDIX I DIVIDEND REINVESTMENT SCHEME STATEMENT (Cont d) 14. MODIFICATION, SUSPENSION AND TERMINATION OF THE DIVIDEND REINVESTMENT SCHEME Subject to any requirement or provision imposed by any statute, law or regulation in force in Malaysia, as the case may be, the Dividend Reinvestment Scheme may be modified, suspended (in whole or in part) or terminated at any time and from time to time by the Board as it deems fit or expedient by giving notice in writing to all Shareholders in such manner as the Board deems fit, notwithstanding any other provision or the terms and conditions of the Dividend Reinvestment Scheme stating to the contrary and irrespective of whether an election to exercise the Reinvestment Option has been made. In the case of a suspension, the Dividend Reinvestment Scheme will be suspended (in whole or in part, as the case may be) until such time as the Board resolve in its absolute discretion, to recommence or terminate the Dividend Reinvestment Scheme. If the Dividend Reinvestment Scheme is recommenced, Participating Shareholders Notice of Election confirming their participation under the previously suspended Dividend Reinvestment Scheme will be valid and have full force and effect in accordance with these Terms and Conditions and any directions, terms and conditions to Shareholders for such recommencement of the Dividend Reinvestment Scheme which may be notified to all Shareholders. 15. GENERAL ADMINISTRATION OF THE DIVIDEND REINVESTMENT SCHEME The Board may implement the Dividend Reinvestment Scheme in the manner it deems fit in its absolute discretion. The Board has the power to: (i) (ii) (iii) (iv) determine procedures, rules and regulations for administration of the Dividend Reinvestment Scheme consistent with these Terms and Conditions, as may be amended or modified from time to time; settle in such manner as it thinks fit, any difficulty, anomaly or dispute (including relating to the interpretation of any provision, regulation or procedure or as to any rights under the Dividend Reinvestment Scheme) which may arise in connection with the Dividend Reinvestment Scheme, whether generally or in relation to any Participating Shareholder or any TDM Shares and the determination of the Board will be conclusive and binding on all Shareholders and other persons to whom the determination relates; delegate to any one (1) or more persons, for such period and on such conditions as the Board may determine, the exercise of any of its powers or discretion under or in respect of the Dividend Reinvestment Scheme and references to a decision, opinion or determination of the person or persons to whom the Board has delegated its authority to, for the purposes of administering the Dividend Reinvestment Scheme; and waive strict compliance by the Company or any Shareholder with any of these Terms and Conditions. 16. IMPLICATIONS OF THE CODE AND SHAREHOLDING LIMITS The attention of Shareholders is drawn to Section 9(1), Part III of the Code and Section 217 of the CMSA. In particular, a Shareholder should note that he/she may be under an obligation to extend a take-over offer for the remaining TDM Shares not already owned by he/she and persons acting in concert with him/her (collectively referred to as Affected Party ), if: (i) by participating in the Dividend Reinvestment Scheme in relation to the reinvestment of the Electable Portion, the Affected Party has obtained control via the acquisition or holding of, or entitlement to exercise or control the exercise of voting shares or voting rights of 33% or more in the Company or such other amount as may be prescribed in the Code, howsoever effected; or

25 APPENDIX I DIVIDEND REINVESTMENT SCHEME STATEMENT (Cont d) (ii) the Affected Party holds more than 33% but not more than 50% of the voting shares or voting rights of the Company and acquires, including by participating in the Dividend Reinvestment Scheme in relation to any Electable Portion, more than 2% of the voting shares or voting rights of the Company in any six (6)-month period. The statements herein do not purport to be a comprehensive or exhaustive description of all the relevant provisions of, or all implications that may arise under the Code or other relevant legislation or regulations. Therefore, in the event an obligation to undertake a mandatory offer is expected to arise resulting from a participation in the Dividend Reinvestment Scheme, the relevant parties may wish to consult their own adviser(s) in making an application to the Securities Commission Malaysia to obtain approval for an exemption from the obligation to undertake a mandatory offer pursuant to the Code prior to exercising their Reinvestment Option. Shareholders are also reminded to ensure that their participation will not result in a breach of any restrictions on their respective holding of TDM Shares which may be imposed by any contractual obligations of Shareholders, or by statue, law or regulation in force in Malaysia or any other relevant jurisdiction, or by any relevant authorities, as the case may be (unless the requisite approvals under the relevant statute, law or regulation or form the relevant authorities are first obtained) or the contractual obligation is otherwise waived in accordance with the terms and conditions of the relevant contracts or as prescribed in the Company s Memorandum and Articles of Association. 17. GOVERNING LAW The Dividend Reinvestment Scheme Statement, the Dividend Reinvestment Scheme, and the Terms and Conditions thereof shall be governed by, and construed in accordance with the laws of Malaysia. 18. NOTICES AND STATEMENT Unless otherwise provided in these Terms and Conditions, any notices, documents and statements required to be given by the Company to a Participating Shareholder shall be given in accordance with the provisions of the Memorandum and Articles of Association of the Company. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

26 APPENDIX II FURTHER INFORMATION 1. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Board who collectively and individually accept full responsibility for the accuracy of the information given and confirm that, after making all reasonable enquiries, to the best of their knowledge and belief, there are no other material facts, the omission of which would make any statement in this Circular misleading. Where information in this Circular has been extracted from published reports or other publicly available sources, it is the sole responsibility of the Board to ensure that such information has been accurately and correctly extracted and reproduced from these sources. 2. CONSENTS PIVB, being the Adviser for the Proposed DRS, has given and has not subsequently withdrawn its written consent to the inclusion of this Circular of its name and all references thereto, in the form and context in which they appear. 3. CONFLICT OF INTERESTS PIVB has confirmed that it is not aware of any possible conflict of interests which exist or is likely to exist in its capacity as the Adviser for the Proposed DRS. 4. MATERIAL CONTRACTS Save as disclosed below, there are no other material contracts (not being contracts entered into in the ordinary course of business) entered into by the TDM Group within two (2) years immediately preceding the LPD: (i) Pursuant to the proposed re-organization plan to restructure and streamline the TDM Group s healthcare investments under a common holding company, namely Kumpulan Medic Iman Sdn Bhd ( KMDI ) (being a wholly-owned subsidiary of TDM): (a) (b) (c) Conditional share sale agreement dated 9 December 2014 between TDM and KMDI for the sale by TDM and acquisition by KMDI of 13,851,564 ordinary shares of RM1.00 each in Kuala Terengganu Specialist Hospital Sdn Bhd ( KTSH ) representing 81.39% of the issued and paid up capital of KTSH at the consideration of RM13,851,564. The purchase consideration shall be satisfied by KMDI with the allotment and issuance of 13,851,564 ordinary shares in KMDI to TDM. The proposed acquisition was completed on 27 March 2015; Conditional share sale agreement dated 9 December 2014 between Kumpulan Mediiman Sdn Bhd ( KMI ) (a 90.49% owned subsidiary of TDM) and KMDI for the sale by KMI and acquisition by KMDI of 3,167,887 ordinary shares of RM1.00 each in KTSH representing 18.61% of the issued and paid up capital of KTSH at the consideration of RM3,167,887. The purchase consideration shall be satisfied by KMDI with the allotment and issuance of 3,167,887 ordinary shares in KMDI to KMI. The proposed acquisition was completed on 27 March 2015; Conditional share sale agreement dated 9 December 2014 between TDM and KMDI for the sale by TDM and acquisition by KMDI of 24,749,135 ordinary shares of RM1.00 each in Kuantan Medical Centre Sdn Bhd ( KMC ) representing 85.91% of the issued and paid up capital of KMC at the consideration of RM48,619,881. The purchase consideration shall be satisfied by KMDI with the allotment and issuance of 48,619,881 ordinary shares in KMDI to TDM. The proposed acquisition was completed on 27 March 2015;

27 APPENDIX II FURTHER INFORMATION (Cont d) (d) (e) (f) (g) (h) Conditional share sale agreement dated 9 December 2014 between KMI and KMDI for the sale by KMI and acquisition by KMDI of 1,850,000 ordinary shares of RM1.00 each in KMC representing 6.42% of the issued and paid up capital of KMC at the consideration of RM3,634,340. The purchase consideration shall be satisfied by KMDI with the allotment and issuance of 3,634,340 ordinary shares in KMDI to KMI. The proposed acquisition was completed on 27 March 2015; Conditional share sale agreement dated 9 December 2014 between TDM and KMDI for the sale by TDM and acquisition by KMDI of 7,887,354 ordinary shares of RM1.00 each in Kelana Jaya Medical Centre Sdn Bhd ( KJMC ) representing 73.59% of the issued and paid up capital of KJMC at the consideration of RM7,887,355. The purchase consideration shall be satisfied by KMDI with the allotment and issuance of 7,887,355 ordinary shares in KMDI to TDM. The proposed acquisition was completed on 27 March 2015; Conditional share sale agreement dated 9 December 2014 between KMI and KMDI for the sale by KMI and acquisition by KMDI of 2,755,883 ordinary shares of RM1.00 each in KJMC representing 25.71% of the issued and paid up capital of KJMC at the consideration of RM2,755,883. The purchase consideration shall be satisfied by KMDI with the allotment and issuance of 2,755,883 ordinary shares in KMDI to KMI. The proposed acquisition was completed on 27 March 2015; Conditional share sale agreement dated 9 December 2014 between TDM and KMDI for the sale by TDM and acquisition by KMDI of 31,576,772 ordinary shares of RM1.00 each in TDMC Hospital Sdn Bhd ( TDMC ) representing the entire issued and paid up capital of TDMC at the consideration of RM45,791,931. The purchase consideration shall be satisfied by KMDI with the allotment and issue of 45,791,931 ordinary shares in KMDI to TDM. The proposed acquisition was completed on 27 March 2015; and Conditional share sale agreement dated 30 March 2015 between KMI and TDM for the sale by KMI and acquisition by TDM of 8,649,175 ordinary shares of RM1.00 each in KMDI at the consideration of RM8,649,175. The purchase consideration shall be satisfied by TDM with the allotment and issuance of 8,649,175 ordinary shares in KMDI to TDM. The proposed acquisition was completed on 30 March (ii) (iii) Conditional shares purchase agreement dated 15 July 2014 between TDM and individuals and citizens of the Republic of Indonesia namely Bapak H Rahman ( BHR ) and Bapak H Andri ( BHA ) for the purchase by TDM from BHR and BHA of 325 and 150 ordinary shares of Rp. 1,000,000 each in PT Sawit Rezki Abadi ( PTSRA ) (a company established and organised under the Republic of Indonesia) respectively. The purchase consideration payable to BHR and BHA shall be Rp.325,000,000 and Rp.150,000,000 respectively. Upon completion of the purchase, the shareholding of PTSRA will be 95% (475 shares) and 5% (25 shares) held by TDM and BHR respectively. The purchase was completed on 20 August Joint venture and shareholders agreement dated 24 August 2015 between TDM, BHR and PTSRA to regulate the relationship between TDM and BHR as shareholders of PTSRA. The primary objective of PTSRA is to develop oil palm plantations of not less than 20,000 hectares of land located in Kabupaten Melawi, Kalimantan Barat, Indonesia ( Land ). The Land is estimated to cost PTSRA RM1, per hectare. Subject to the approvals from the relevant authorities, the issued share capital of PTSRA will be increased gradually through a series of issuances and allotments of new shares up to Rp. 41,347,800,000 made up of 3,180,600 shares at Rp. 13,000 or equivalent to USD3,180,600 made up of 3,180,600 shares at USD1.00 each ( Subscription Shares ). TDM and BHR shall subscribe to such Subscription Shares in PTSRA in such agreed numbers at par to ultimately achieve the agreed shareholding proportion at 95% and 5% respectively

28 APPENDIX II FURTHER INFORMATION (Cont d) (iv) (v) Conditional sale and purchase agreement dated 1 April 2016 between Kelana Jaya Medical Centre ( Purchaser ) and Chin Mee Hwa Properties Sdn Bhd ( Vendor ) ( CSPA ) for the purchase of nine (9) units of shop offices located at FAS Business Avenue, No. 1, Jalan Perbandaran, Kelana Jaya, Petaling Jaya, Selangor, measuring in the range of approximately 777 square feet ( sq, ft, ) to 1,413 sq. ft., by the Purchaser from the Vendor at the purchase price of RM4,240, (inclusive of Government Service Tax ( GST ) of RM240,000.00) ( Purchase Price ). Upon the execution of the CSPA, the Purchaser has paid a deposit of RM400, to the Vendor and a sum of RM240, to enable the Vendor to forward the same to the Royal Malaysian Custom office for the payment of GST. The balance of the Purchase Price shall be payable within three months commencing from the business day after the fulfilment of the conditions precedent of the CSPA. Conditional sale and purchase agreement dated 1 April 2016 between Kelana Jaya Medical Centre ( Purchaser ) and Astrix Plus Sdn Bhd ( Vendor ) ( CSPA ) for the purchase of nine (9) units of shop offices located at FAS Business Avenue, No. 1, Jalan Perbandaran, Kelana Jaya, Petaling Jaya, Selangor, measuring in the range of approximately 780 sq. ft. to 1,419.5 sq. ft., by the Purchaser from the Vendor at the purchase price of RM3,400, (exclusive of GST of RM204,000.00) ( Purchase Price ). Upon the execution of the CSPA, the Purchaser has paid a deposit of RM340, to the Vendor. The balance of the Purchase Price shall be payable within three months commencing from the business day after the fulfilment of the conditions precedent of the CSPA. 5. MATERIAL LITIGATION, CLAIMS OR ARBITRATION As at the LPD, the TDM Group is not engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, and the Board has no knowledge of any proceedings pending or threatened against the Company and/or any of its subsidiaries, or of any facts likely to give rise to any proceedings which might adversely and materially affect the financial position or business of the Company and/or any of its subsidiaries. 6. MATERIAL COMMITMENTS AND CONTINGENT LIABILITIES Save as disclosed below, there are no material commitments contracted or known to be contracted by the TDM Group which may have a substantial impact on the results or the financial position of the TDM Group as at LPD: Capital expenditure Group RM 000 Approved and contracted for: - property, plant and equipment 47,119 Approved but not contracted for: - property, plant and equipment 68,415 There is no contingent liabilities incurred or known to be incurred which, upon becoming enforceable, may have a substantial impact on the results or the financial position of the TDM Group as at the LPD. 7. DOCUMENTS FOR INSPECTION Copies of the following documents will be available for inspection at the registered office of the Company at Level 5, Bangunan UMNO Terengganu, Lot 3224, Jalan Masjid Abidin, Kuala Terengganu, Terengganu Darul Iman during normal office hours from Sunday to Thursday (except public holidays) from the date of this Circular up to and including the date of the forthcoming EGM: (i) the Memorandum and Articles of Association of TDM;

29 APPENDIX II FURTHER INFORMATION (Cont d) (ii) (iii) (iv) (v) the audited consolidated financial statements of TDM for the past two (2) financial years from FYE 31 December 2014 up to FYE 31 December 2015; the letters of consent and conflict of interests as referred to in Sections 2 and 3 of this Appendix; the material contracts as referred to in Section 4 of this Appendix; and the Dividend Reinvestment Scheme Statement. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

30 TDM BERHAD (Company No P) (Incorporated in Malaysia under the Companies Act, 1965) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting ( EGM ) of TDM Berhad ( TDM or the Company ) will be held at Intan Hall, Permai Hotel, Jalan Sultan Mahmud, Kuala Terengganu, Terengganu Darul Iman on Tuesday, 31 May 2016 at p.m., or immediately following the conclusion or adjournment (as the case may be) of the Fifty-First Annual General Meeting of the Company, whichever is later, or at any adjournment thereof, for the purpose of considering and, if thought fit, to pass with or without modifications, the following resolution: ORDINARY RESOLUTION PROPOSED DIVIDEND REINVESTMENT SCHEME THAT PROVIDES THE SHAREHOLDERS OF THE COMPANY WITH THE OPTION TO ELECT TO REINVEST THEIR CASH DIVIDENDS IN NEW ORDINARY SHARES OF RM0.20 EACH IN THE COMPANY ( TDM SHARE(S) ) ( PROPOSED DRS ) THAT subject to the approvals of the relevant regulatory authorities for the Proposed DRS being obtained and to the extent permitted by law:- (i) (ii) the Proposed DRS which shall upon such terms and conditions as the Directors of the Company, at their sole and absolute discretion, deem fit be and is hereby approved; the Directors of the Company be authorised:- (a) (b) (c) (d) to establish and implement the Proposed DRS; to determine, at their sole and absolute discretion, whether the Proposed DRS will apply to any dividend declared (whether interim, final, special or any other cash dividend) and/or approved by the Company; to allot and issue such number of new TDM Shares from time to time as may be required to be allotted and issued pursuant to the Proposed DRS; and to do all such acts and enter into all such transactions, arrangements, deeds, undertakings and documents as may be necessary or expedient in order to give full effect to the Proposed DRS with full power to assent to any conditions, modifications, variations and/or amendments as may be imposed or agreed to by any relevant authorities (if any) or consequent upon the implementation of the said conditions, modifications, variations, and/or amendments, or by the Directors as they, in their absolute discretion, deem fit and in the best interest of the Company. THAT the new TDM Shares shall, upon allotment and issue, rank pari passu in all respects with the existing TDM Shares, save and except that the holders of new TDM Shares shall not be entitled to any dividends, rights, allotments and/or other distributions which may be declared, made, or paid, the entitlement date of which is prior to the date of allotment of the new TDM Shares.

31 AND THAT no document pertaining to the Proposed DRS shall be issued or sent to Shareholders of the Company having addresses outside Malaysia in the Company s Record of Depositors or who have not provided an address in Malaysia at which such documents may be delivered to. By Order of the Board of TDM BERHAD Wan Haslinda Wan Yusoff (MAICSA ) Company Secretary Kuala Terengganu 28 April 2016 Notes: 1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company and the provisions of the Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. A member shall appoint not more than two (2) proxies to attend and vote at the same meeting. Where a member appoints two (2) proxies the appointments shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. 2. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act, 1991 ( SICDA ), it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account. 3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account omnibus account, there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under SICDA which is exempted from compliance with the provisions of subsection 25A(1) of SICDA. 4. Where a member or the authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies. 5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation, either under the common seal, or under the hand of an officer or attorney duly authorised. 6. If this Form of Proxy is signed under the hand of an officer duly authorised, it should be accompanied by a statement reading signed as authorised officer under Authorisation Document which is still in force, no notice of revocation having been received. If this Form of Proxy is signed under the attorney duly appointed under a power of attorney, it should be accompanied by a statement reading signed under Power of Attorney which is still in force, no notice of revocation having been received. A copy of the Authorisation Document or the Power of Attorney, which should be valid in accordance with the laws of the jurisdiction in which it was created and is exercised, should be enclosed in this Form of Proxy. 7. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, shall be deposited at the registered office of the Company at Level 5, Bangunan UMNO Terengganu, Lot 3224, Jalan Masjid Abidin, Kuala Terengganu, Terengganu Darul Iman not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of the poll, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. 8. For the purpose of determining a member who shall be entitled to attend and vote at the meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd in accordance with Article 57B of the Articles of Association of the Company and Section 34(1) of the SICDA to issue a General Meeting Record of Depositors as at 24 May Only a depositor whose name appears on the Record of Depositors as at 24 May 2016 shall be entitled to attend the said meeting or appoint proxies to attend and vote in his stead.

32 TDM BERHAD (Company No P) (Incorporated in Malaysia under the Companies Act, 1965) Form of Proxy CDS Account I/We (name of shareholder as per NRIC/passport/certificate of incorporation in capital letters) with (new NRIC No.) (Old NRIC No.) (Passport No.) (Company No.) of (full address) being a member(s) of abovementioned Company, hereby appoint (name of proxy as per NRIC/passport in capital letters) with (new NRIC No.) (Old NRIC No.) (Passport No.) of (full address) or failing him/her (name of proxy as per NRIC/passport in capital letters) with (new NRIC No.) (Old NRIC No.) (Passport No.) of (full address) or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held at Intan Hall, Permai Hotel, Jalan Sultan Mahmud, Kuala Terengganu, Terengganu Darul Iman on Tuesday, 31 May 2016 at p.m., or immediately following the conclusion or adjournment (as the case may be) of the Fifty-First Annual General Meeting of the Company, whichever is later, and at any adjournment thereof. My/Our proxy is to vote as indicated below: Please indicate with an X in the spaces as provided below how you wish to cast your votes. If no specific direction as to voting is given, the proxy will vote or abstain from voting at his/her discretion. No. Resolution For Against 1 Proposed DRS Ordinary Resolution Signature(S)/Common Seal of Members Number of shares held : Date : For appointment of two (2) proxies, percentage of shareholdings to be represented by the proxies: No. of shares Percentage Proxy 1 % Proxy 2 % Total 100 % Notes: 1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company and the provisions of the Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. A member shall appoint not more than two (2) proxies to attend and vote at the same meeting. Where a member appoints two (2) proxies the appointments shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy.

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