MY E.G. SERVICES BERHAD (Company No.: K) (Incorporated in Malaysia under the Companies Act, 1965)

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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 take, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately. Bursa Malaysia Securities Berhad ( Bursa Securities ) has not perused this Circular prior to its issuance as it is an Exempt Circular pursuant to Practice Note 18 of the Main Market Listing Requirements of 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. Shareholders should rely on their own evaluation to assess the merits and risks of the proposal as set out herein. MY E.G. SERVICES BERHAD (Company No.: K) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED BONUS ISSUE OF UP TO 1,202,102,000 NEW ORDINARY SHARES OF RM0.10 EACH IN MY E.G. SERVICES BERHAD ( MYEG OR COMPANY ) ( MYEG SHARE(S) ) ( BONUS SHARE(S) ) TO BE CREDITED AS FULLY PAID-UP ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY ONE (1) EXISTING MYEG SHARE HELD BY THE SHAREHOLDERS OF MYEG ON AN ENTITLEMENT DATE TO BE DETERMINED AND NOTICE OF EXTRAORDINARY GENERAL MEETING ( EGM ) Adviser CIMB Investment Bank Berhad (18417-M) (A Participating Organisation of Bursa Malaysia Securities Berhad) The notice of EGM and the Form of Proxy are set out in this Circular. Our EGM will be held at Hibiscus Auditorium, LG 1, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, Kuala Lumpur on Friday, 18 December 2015 at a.m. or immediately following the conclusion or adjournment of the Fifteenth Annual General Meeting ( AGM ) of the Company scheduled to be held at the same venue and on the same date at a.m., whichever is later. A member entitled to attend, speak and vote at the EGM is entitled to appoint up to two (2) proxies to attend, speak and vote on his/her behalf. In such event, the Form of Proxy must be lodged at the registered office of our Company at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Persiaran Bandar Utama, Bandar Utama, Petaling Jaya, Selangor Darul Ehsan, not less than forty-eight (48) hours before the time set for holding the EGM or at any adjournment thereof, as indicated below. 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. Date and time of EGM : Friday, 18 December 2015 at a.m. or immediately following the conclusion or adjournment of the AGM, whichever is later Venue of EGM : Hibiscus Auditorium, LG 1, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, Kuala Lumpur Last date and time for lodging the Form of Proxy : Wednesday, 16 December 2015 at a.m. This Circular is dated 26 November 2015

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular: Act : The Companies Act, 1965 AGM : Annual General Meeting Board : The Board of Directors of MYEG Bonus Share(s) : Up to 1,202,102,000 new MYEG Shares to be issued pursuant to the Proposed Bonus Issue Bursa Depository or Depository : Bursa Malaysia Depository Sdn. Bhd. Bursa Securities : Bursa Malaysia Securities Berhad CDS : Central Depository System CIMB or Adviser : CIMB Investment Bank Berhad Director(s) : A director of MYEG and shall have the meaning given in Section 2(1) of the Capital Markets and Services Act, 2007 EGM : Extraordinary General Meeting Entitled Shareholders : Our shareholder(s) whose names appear in our Company s Records of Depositors on the Entitlement Date in order to be entitled to the Proposed Bonus Issue Entitlement Date : The date as at the close of business (to be determined and announced later by the Board) on which shareholders of our Company must be registered as a member and whose names appear in the Record of Depositors in order to participate in the Proposed Bonus Issue EPS : Earnings per share FYE : Financial year ended/ending, as the case may be Listing Requirements : Main Market Listing Requirements of Bursa Securities LPD : 30 October 2015, being the latest practicable date prior to the printing and despatch of this Circular Market Day(s) : Any day between Monday to Friday (inclusive), excluding public holidays, and a day on which Bursa Securities is open for trading of securities Maximum Scenario : Assuming all the treasury shares are resold on the open market prior to the implementation of the Proposed Dividend and Proposed Bonus Issue Minimum Scenario : Assuming all the treasury shares as at LPD are retained prior to the implementation of the Proposed Dividend and Proposed Bonus Issue MYEG or Company : My E.G. Services Berhad ( K) MYEG Group or Group : MYEG and its subsidiary companies, collectively MYEG Share(s) : Ordinary share of RM0.10 each in MYEG NA : Net assets i

3 DEFINITIONS (cont d) Proposed Bonus Issue : Proposed bonus issue of up to 1,202,102,000 Bonus Shares to be credited as fully paid-up on the basis of one (1) Bonus Share for every one (1) existing MYEG Share held by the Entitled Shareholders Proposed Dividend : A recommended final tax-exempt dividend of 1.4 sen per MYEG Share in respect of FYE 30 June 2015 as disclosed in the audited financial statements of MYEG for FYE 30 June 2015, subject to the approval of our shareholders at our forthcoming AGM, which is intended to be paid out in early February 2016 Record of Depositors : A record of depositors established by Bursa Depository under the Rules of the Depository RM and sen : Ringgit Malaysia and sen, respectively SICDA : Securities Industry (Central Depositories) Act, 1991 All references to our Company or MYEG in this Circular are to My E.G Services Berhad and references to our Group or MYEG Group are to our Company and our subsidiaries. References to we, us, our and ourselves are to our Company and, where the context otherwise requires, our subsidiaries. All references to you in this Circular are to the shareholders of our Company. Words denoting the singular shall, where applicable, include the plural and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine and/or neuter genders, and vice versa. References to persons shall include corporations, unless otherwise specified. Any reference to a time of day and date in this Circular is a reference to Malaysian time and date, respectively. Certain statements in this Circular may be forward-looking in nature, which are subject to uncertainties and contingencies. Forward-looking statements may contain estimates and assumptions made by our Board after due enquiry, which are nevertheless subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in such forward-looking statements. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Circular should not be regarded as a representation or warranty that our Group s plans and objectives will be achieved. ii

4 TABLE OF CONTENTS PAGE LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSED BONUS ISSUE CONTAINING: 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED BONUS ISSUE 2 3. RATIONALE AND JUSTIFICATIONS FOR THE PROPOSED BONUS ISSUE 4 4. FINANCIAL EFFECTS OF THE PROPOSED BONUS ISSUE 4 5. HISTORICAL SHARE PRICES 9 6. APPROVALS REQUIRED/OBTAINED 9 7. CORPORATE PROPOSALS ANNOUNCED BUT PENDING COMPLETION INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM DIRECTORS STATEMENT ESTIMATED TIMEFRAME FOR COMPLETION RESOLUTION ON THE PROPOSED BONUS ISSUE AND EGM FURTHER INFORMATION 11 APPENDIX FURTHER INFORMATION 12 NOTICE OF EGM FORM OF PROXY ENCLOSED ENCLOSED iii

5 MY E.G. SERVICES BERHAD (Company No.: K) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office Lot 6.05, Level 6, KPMG Tower 8 First Avenue Persiaran Bandar Utama Bandar Utama Petaling Jaya Selangor Darul Ehsan 26 November 2015 Board of Directors: Dato Dr Norraesah Binti Haji Mohamad (Executive Chairman) Wong Thean Soon (Managing Director) Dato Raja Haji Munir Shah Bin Raja Mustapha (Executive Director) Tan Sri Dato Dr Muhammad Rais Bin Abdul Karim (Independent Non-Executive Director) Datuk Mohd Jimmy Wong Bin Abdullah (Independent Non-Executive Director) Dato Shamsul Anuar Bin Haji Nasarah (Independent Non-Executive Director) Ng Fook Ai, Victor (Independent Non-Executive Director) To : Our shareholders Dear Sir/Madam PROPOSED BONUS ISSUE 1. INTRODUCTION On 25 September 2015, CIMB announced on our behalf that our Company proposes to undertake a bonus issue of up to 1,202,102,000 Bonus Shares to be credited as fully paid-up on the basis of one (1) Bonus Share for every one (1) existing MYEG Share held by the shareholders of our Company on the Entitlement Date. On 12 November 2015, CIMB had, on behalf of the Board, announced that Bursa Securities had resolved to approve the listing of and quotation for up to 1,202,102,000 Bonus Shares to be issued pursuant to the Proposed Bonus Issue, subject to the conditions as set out in Section 6 of this Circular. The purpose of this Circular is to provide you with the details of the Proposed Bonus Issue and to seek your approval for the ordinary resolution pertaining to the Proposed Bonus Issue to be tabled at our forthcoming EGM. The Notice of EGM and the Form of Proxy are enclosed together with this Circular. 1

6 YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS AND APPENDIX TO THIS CIRCULAR BEFORE VOTING ON THE RESOLUTION TO GIVE EFFECT TO THE PROPOSED BONUS ISSUE TO BE TABLED AT OUR FORTHCOMING EGM. 2. DETAILS OF THE PROPOSED BONUS ISSUE 2.1 Basis and number of Bonus Shares As at the LPD, the total issued and paid-up share capital of MYEG was RM120,210,200 comprising 1,202,102,000 MYEG Shares (including 4,331,600 held as treasury shares). Assuming all the treasury shares are resold on the open market, the Proposed Bonus Issue will entail an issuance of up to 1,202,102,000 Bonus Shares to be credited as fully paid-up on the basis of one (1) Bonus Share for every one (1) existing MYEG Share held by the Entitled Shareholders. The Entitlement Date will be determined and announced at a later date after the receipt of all relevant approvals for the Proposed Bonus Issue. The Proposed Bonus Issue will be implemented in a single issuance. 2.2 Capitalisation of reserve and retained earnings accounts The Proposed Bonus Issue shall be capitalised from the other reserve and retained earnings accounts of our Company. An illustration of the proposed capitalisation for the Proposed Bonus Issue based on our Company s audited financial statements for the FYE 30 June 2015 ( FYE 2015 ) and taking into consideration the Proposed Dividend, is set out below: (i) Minimum Scenario After the Capitalisation for After the Audited as at Proposed the Proposed Proposed Company level 30 June 2015 Dividend Bonus Issue Bonus Issue RM RM RM RM Other reserve (1) 37,008,955 37,008,955 (37,008,955) - Retained earnings 104,629,811 87,861,025 (2) (82,888,085) (3) 4,972, ,638, ,869,980 (119,897,040) 4,972,940 (ii) Maximum Scenario After the Capitalisation for After the Audited as at Proposed the Proposed Proposed Company level 30 June 2015 Dividend Bonus Issue Bonus Issue RM RM RM RM Other reserve (1) 37,008,955 37,008,955 (37,008,955) - Retained earnings 104,629,811 87,800,383 (4) (83,321,245) (5) 4,479, ,638, ,809,338 (120,330,200) 4,479,138 Notes: (1) Comprising cumulative gain from the disposal of treasury shares. (2) After adjusting for the Proposed Dividend amounting to RM0.014 per MYEG Share or a total of RM16,768,786 based on 1,197,770,400 MYEG Shares outstanding as at LPD. 2

7 Notes: (cont d) (3) After the capitalisation of RM82,768,085 from the retained earnings account and deducting estimated expenses amounting to RM120,000 for the Proposed Bonus Issue. (4) After adjusting for the Proposed Dividend amounting to RM0.014 per MYEG Share or a total of RM16,829,428 based on 1,202,102,000 MYEG Shares outstanding after the resale of all treasury shares. (5) After the capitalisation of RM83,201,245 from the retained earnings account and deducting estimated expenses amounting to RM120,000 for the Proposed Bonus Issue. Pursuant to Paragraph 6.30(1) of the Listing Requirements, a listed issuer intending to make a bonus issue of securities must ensure that the necessary reserves required for capitalisation of the bonus issue is unimpaired by losses on a consolidated basis, where applicable, based on the listed issuer s latest audited financial statements. Our Board confirms that based on our latest audited financial statements for the FYE 2015, we will have adequate reserves to cover the capitalisation required for the Proposed Bonus Issue, and that our reserves are unimpaired by losses on a consolidated basis in accordance with Paragraph 6.30 (1) of the Listing Requirements. 2.3 Ranking of the Bonus Shares The Bonus Shares shall, upon allotment and issuance, rank pari passu in all respects with the existing MYEG Shares, save and except that the Bonus Shares shall not be entitled to any dividends, rights, allotments and/ or other distributions, unless the allotment of the Bonus Shares were made on or prior to the entitlement date of such dividends, rights, allotments and/or other distributions. For the avoidance of doubt, the Bonus Shares will not be entitled to the Proposed Dividend as the Entitlement Date for the Proposed Bonus Issue will be fixed for a date after the entitlement date for the Proposed Dividend. 2.4 Listing of and quotation for the Bonus Shares The Bonus Shares shall be listed and quoted on the Main Market of Bursa Securities on the next Market Day following the Entitlement Date of the Proposed Bonus Issue, to be determined by the Board after all the relevant approvals for the Proposed Bonus Issue have been obtained. The notice of allotment of the Bonus Shares will be issued and despatched to the Entitled Shareholders within four (4) Market Days after the date of listing of and quotation for the Bonus Shares, or such other period as may be prescribed by Bursa Securities. As the Bonus Shares are prescribed securities under Section 14(5) of the SICDA, the Bonus Shares will be subjected to the SICDA and the Rules of Bursa Depository. Accordingly, the Bonus Shares will be credited into the respective CDS accounts of the Entitled Shareholders and no physical share certificates will be issued. 3

8 3. RATIONALE AND JUSTIFICATIONS FOR THE PROPOSED BONUS ISSUE Our Board is of the view that the Proposed Bonus Issue is an appropriate avenue of rewarding our existing shareholders while at the same time enhancing our capital base as the Proposed Bonus Issue will: (i) (ii) (iii) enlarge the number of MYEG Shares held by our existing shareholders without increasing the percentage equity interest; be able to possibly encourage trading liquidity of MYEG Shares on Bursa Securities and greater participation by investors as well as potentially broadening our shareholder base; and increase our issued and paid-up share capital to a level which would be more reflective of our current scale of operations and assets employed. 4. FINANCIAL EFFECTS OF THE PROPOSED BONUS ISSUE 4.1 Issued and paid-up share capital The proforma effects of the Proposed Bonus Issue on our issued and paid-up share capital as at the LPD are set out below: Minimum Scenario Maximum Scenario No. of MYEG No. of MYEG Shares Amount Shares Amount RM RM Issued and paid-up share capital as at the LPD 1,202,102, ,210,200 1,202,102, ,210,200 Less treasury shares (4,331,600) (433,160) - - 1,197,770, ,777,040 1,202,102, ,210,200 To be issued pursuant to the Proposed Bonus Issue 1,197,770, ,777,040 1,202,102, ,210,200 Enlarged issued and paid-up capital after the Proposed Bonus Issue (excluding treasury shares) 2,395,540, ,554,080 2,404,204, ,420,400 4

9 4.2 Substantial shareholders shareholding The Proposed Bonus Issue will not have any effect on the percentage shareholdings of the substantial shareholders of our Company, save for the proportionate increase in the total number of MYEG Shares held by each substantial shareholder of MYEG as follows: (i) Minimum Scenario As at LPD After the Proposed Bonus Issue Direct Indirect Direct Indirect No. of No. of No. of No. of Substantial shareholders MYEG Shares % (1) MYEG Shares % (1) MYEG Shares %(1) MYEG Shares % (1) Wong Thean Soon 85,452, ,815,996 (2) ,904, ,631,992 (2) Dato Raja Haji Munir Shah Bin Raja Mustapha 819, ,815,996 (3) ,639, ,631,992 (3) Asia Internet Holdings Sdn Bhd 369,031, ,063, Utilico Emerging Markets Limited 64,349,000 (4) ,698,000 (4) Kumpulan Wang Persaraan (Diperbadankan) ( KWAP ) 72,803, ,100 (5) ,606, ,614,200 (5) 0.07 Number of MYEG Shares in issue (1) 1,197,770,400 2,395,540,800 Notes: (1) Excluding a total of 4,331,600 MYEG Shares purchased by our Company and retained as treasury shares (2) Deemed interested by virtue of his substantial shareholdings in Asia Internet Holdings Sdn Bhd, Asia Internet E-Services Holdings Sdn Bhd and Radio Port Limited (3) Deemed interested by virtue of his substantial shareholdings in Asia Internet Holdings Sdn Bhd and Asia Internet E-Services Holdings Sdn Bhd (4) Shares held through the HSBC Nominees (Asing) Sdn Bhd Exempt An for JPMorgan Chase Bank, National Association (5) Deemed interested via KWAP s Fund Managers 5

10 (ii) Maximum Scenario I II Assuming all the As at LPD treasury shares are resold After I and the Proposed Bonus Issue Direct Indirect Direct Indirect Direct Indirect No. of No. of No. of No. of No. of No. of MYEG MYEG MYEG MYEG MYEG MYEG Substantial shareholders Shares % (1) Shares % (1) Shares % Shares % Shares % Shares % Wong Thean Soon 85,452, ,815,996 (2) ,452, ,815,996(2) ,904, ,631,992(2) Dato Raja Haji Munir Shah Bin Raja Mustapha 819, ,815,996 (3) , ,815,996(3) ,639, ,631,992(3) Asia Internet Holdings Sdn Bhd 369,031, ,031, ,063, Utilico Emerging Markets Limited 64,349,000 (4) ,349,000 (4) ,698,000(4) KWAP 72,803, ,100 (5) ,803, ,100 (5) ,606, ,614,200 (5) 0.07 Number of MYEG Shares in issue 1,197,770,400 (1) 1,202,102,000 2,404,204,000 Notes: (1) Excluding a total of 4,331,600 MYEG Shares purchased by our Company and retained as treasury shares (2) Deemed interested by virtue of his substantial shareholdings in Asia Internet Holdings Sdn Bhd, Asia Internet E-Services Holdings Sdn Bhd and Radio Port Limited (3) Deemed interested by virtue of his substantial shareholdings in Asia Internet Holdings Sdn Bhd and Asia Internet E-Services Holdings Sdn Bhd (4) Shares held through the HSBC Nominees (Asing) Sdn Bhd Exempt An for JPMorgan Chase Bank, National Association (5) Deemed interested via KWAP s Fund Managers 6

11 4.3 NA, NA per share and gearing Based on the audited consolidated financial statements of our Group for FYE 2015, the proforma effects of the Proposed Bonus Issue on the NA, NA per share and gearing of our Group are set out as follows: (i) Minimum Scenario I II Adjusted for After the After I and the Audited as at subsequent Proposed Proposed 30 June 2015 events (1) Dividend Bonus Issue RM RM RM RM Share capital 120,210, ,210, ,210, ,987,240 Treasury shares, at cost (6,782,853) (10,822,265) (10,822,265) (10,822,265) Fair value reserve 6,699,895 6,699,895 6,699,895 6,699,895 Other reserve 37,008,955 37,008,955 37,008,955 - (3) Retained profits 116,776, ,776, ,007,743 (2) 17,119,658 (4) Shareholders equity/na 273,912, ,873, ,104, ,984,528 No. of MYEG Shares in issue (excluding treasury shares) 1,199,342,200 1,197,770,400 1,197,770,400 2,395,540,800 Total borrowings (RM) 12,416,378 12,416,378 12,416,378 12,416,378 NA per share (RM) Gearing (times) Notes: (1) After adjusting for treasury shares movements up to the LPD. (2) After adjusting for the Proposed Dividend amounting to RM0.014 per MYEG Share or a total of RM16,768,786 million based on 1,197,770,400 MYEG Shares outstanding as at LPD. (3) After the capitalisation of RM37,008,955 from the other reserve account. (4) After the capitalisation of RM82,768,085 form the retained earnings account and deducting estimated expenses amounting to RM120,000 for the Proposed Bonus Issue. 7

12 (ii) Maximum Scenario I II III Assuming all Adjusted for the treasury After I and After II and Audited as at subsequent shares are the Proposed the Proposed 30 June 2015 events (1) resold (2) Dividend Bonus Issue RM RM RM RM RM Share capital 120,210, ,210, ,210, ,210, ,420,400 Treasury shares, at cost (6,782,853) (10,822,265) Fair value reserve 6,699,895 6,699,895 6,699,895 6,699,895 6,699,895 Other reserve 37,008,955 37,008,955 37,008,955 37,008,955 - (4) Retained profits 116,776, ,776, ,776,529 99,947,101 (3) 16,625,856 (5) Shareholders equity/na 273,912, ,873, ,695, ,866, ,746,151 No. of MYEG Shares in issue (excluding treasury shares) 1,199,342,200 1,197,770,400 1,202,102,000 1,202,102,000 2,404,204,000 Total borrowings (RM) 12,416,378 12,416,378 12,416,378 12,416,378 12,416,378 NA per share (RM) Gearing (times) Notes: (1) After adjusting for treasury shares movements up to the LPD. (2) Assuming all the treasury shares are resold at the respective acquisition prices. (3) After adjusting for the Proposed Dividend amounting to RM0.014 per MYEG Share or a total of RM16,829,428 based on 1,202,102,000 MYEG Shares outstanding after the resale of all treasury shares. (4) After the capitalisation of RM37,008,955 from the other reserve account. (5) After the capitalisation of RM83,201,245 from the retained earnings account and deducting estimated expenses amounting to RM120,000 for the Proposed Bonus Issue. 4.4 Earnings and EPS The Proposed Bonus Issue is not expected to have any material effect on the consolidated earnings of our Company for the FYE 30 June However, the consolidated EPS of our Company is expected to reduce proportionally as a result of the additional MYEG Shares issued pursuant to the Proposed Bonus Issue. 4.5 Convertible securities As at the LPD, our Company does not have any existing convertible securities. 8

13 5. HISTORICAL SHARE PRICES The monthly highest and lowest market prices of MYEG Shares as traded on the Main Market of Bursa Securities for the past 12 months from November 2014 to October 2015 are as follows: High RM Low RM 2014 November December January (1) February March April May June July August September October Last transacted market price on the LPD 2.96 Last transacted market price on 23 September (being the last Market Day prior to the announcement of the Proposed Bonus Issue) (Source: Bloomberg (Malaysia) Sdn Bhd) Note: (1) MYEG completed a 1-for-1 bonus issue on 13 January 2015 with the listing of 601,051,000 bonus shares. 6. APPROVALS REQUIRED/OBTAINED The Proposed Bonus Issue is conditional upon approvals being obtained from the following: (i) Bursa Securities, for the approval for the listing of and quotation for the Bonus Shares on the Main Market of Bursa Securities, which is subject to the following conditions:- (a) (b) (c) (d) Conditions MYEG and CIMB must fully comply with the relevant provisions under the Listing Requirements pertaining to the implementation of the Proposed Bonus Issue MYEG and CIMB to inform Bursa Securities upon the completion of the Proposed Bonus Issue MYEG to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities approval once the Proposed Bonus Issue is completed MYEG and CIMB are required to make the relevant announcements pursuant to Paragraph 6.35(2)(a) & (b) and 6.35(4) of the Listing Requirements Status of compliance Noted To be complied To be complied To be complied (ii) our shareholders at our forthcoming EGM. The Proposed Bonus Issue is not conditional upon any other corporate exercise undertaken or to be undertaken by us. 9

14 7. CORPORATE PROPOSALS ANNOUNCED BUT PENDING COMPLETION Save as set out below, the Proposed Bonus Issue and the Proposed Dividend, our Board is not aware of any other corporate exercise that has been announced but not yet completed as at the date of this Circular: (i) We had on 8 May 2015 entered into twenty-two (22) conditional sale and purchase agreements with Cosmopolitan Avenue Sdn. Bhd for the acquisition of twenty-two (22) storeys of stratified parcels designated for office use with a combined parcel area of approximately 238,932 square feet within a forty-five (45) storey corporate office tower identified as Iconic Office (Block N) forming part of a self-contained integrated mixed use development known as Empire Damansara for an aggregate cash consideration of RM155,346,600 ( Acquisition ). The Acquisition was approved by our shareholders at an EGM held on 27 July 2015 and is pending completion. 8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors, major shareholders of our Company and/or persons connected to them have any interest, either direct or indirect, in the Proposed Bonus Issue, other than their respective entitlements as shareholders of our Company (where applicable), which is also applicable to all other shareholders of our Company. 9. DIRECTORS STATEMENT Our Board, having considered all aspects of the Proposed Bonus Issue and after careful deliberation, including taking into consideration the rationale and justifications for the Proposed Bonus Issue and the effects of the Proposed Bonus Issue as set out in Sections 3 and 4 of this Circular, respectively, is of the opinion that the Proposed Bonus Issue is in the best interest of our Company. Accordingly, our Board recommends that you vote in favour of the resolution pertaining to the Proposed Bonus Issue to be tabled at our forthcoming EGM. 10. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances and subject to all relevant approvals being obtained, the Proposed Bonus Issue is expected to be completed by the first quarter of The tentative timetable in relation to the Proposed Bonus Issue is as follows: Month Events 18 December 2015 Convening of EGM to obtain the approval of our shareholders End December 2015 Announcement of the Entitlement Date Mid January 2016 Entitlement Date Mid January 2016 Listing of the Bonus Shares Note: * This is an indicative timing depending on, inter alia, the timing of the conditions being met. 10

15 11. RESOLUTION ON THE PROPOSED BONUS ISSUE AND EGM The EGM, the notice of which is enclosed in this Circular, will be held at Hibiscus Auditorium, LG 1, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, Kuala Lumpur on Friday, 18 December 2015 at a.m. or immediately following the conclusion or adjournment of the AGM of our Company scheduled to be held at the same venue and on the same date at a.m., whichever is later, for the purpose of considering and if thought fit, passing with or without modification, the resolution to give effect to the Proposed Bonus Issue. 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 our Company at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Persiaran Bandar Utama, Bandar Utama, Petaling Jaya, Selangor Darul Ehsan, not less than forty-eight (48) hours before the time set for holding the EGM or at any adjournment thereof. 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. 12. FURTHER INFORMATION You are advised to refer to the attached appendix for further information. Yours faithfully For and on behalf of the Board of Directors of MY E.G. SERVICES BERHAD DATO DR NORRAESAH BINTI HAJI MOHAMAD Executive Chairman 11

16 APPENDIX FURTHER INFORMATION 1. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been read and approved by our Board, and our Directors collectively and individually accept full responsibility for the accuracy of the information contained herein and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other material facts, the omission of which would make any statement herein misleading. 2. CONSENT AND CONFLICT OF INTEREST CIMB CIMB, being the Adviser for the Proposed Bonus Issue, has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name and all references thereto in the form and context in which they appear in this Circular. CIMB has been appointed as the adviser for the Proposed Bonus Issue. CIMB is not aware of any conflict of interests which exists or is likely to exist in its capacity as the Adviser to our Company for the Proposed Bonus Issue. CIMB and its related and associated companies ( CIMB Group ) form a diversified financial group and are engaged in a wide range of investment and commercial banking, brokerage, securities trading, asset and funds management and credit transaction service businesses. CIMB Group engages in transactions with and performs services for our Group and/or affiliates of our Group in the ordinary course of business, and/ or have engaged, and in the future may engage, in private banking, commercial banking and investment banking and other services in the ordinary course of business with our Group. In addition, in the ordinary course of business, any member of the CIMB Group may at any time offer or provide its services to engage in any transactions (on its own account or otherwise) with any member of our Group and/or affiliates of our Group, hold long or short positions, and may trade or otherwise effect transactions on its own account or the account of its customers in debt or equity securities of our Group. This is a result of the businesses of the CIMB Group generally acting independent of each other, and accordingly there may be situations where parts of the CIMB Group and/or its customers in the future, may have interest or take actions that may conflict with the interest of our Group. As at the LPD, CIMB Group has extended a financing facility ( Facility ) to our Group, the amount of which is not material when compared to the audited shareholders funds and total assets of CIMB Group based on its audited financial statements for the FYE 31 December Furthermore, the extension of the Facility arises in the ordinary course of business of CIMB Group in view of CIMB Group s extensive participation in the ASEAN banking industry. CIMB is of the view that the aforementioned services and the extension of the Facility, entered into in the ordinary course of business with our Group, do not give rise to a conflict of interest situation in its capacity as the Adviser for the Proposed Bonus Issue. 3. MATERIAL LITIGATION, COMMITMENTS AND CONTINGENT LIABILITIES 3.1 Material Litigation Save as disclosed below, as at the LPD, neither our Company nor any of our subsidiaries are engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, and the Board is not aware and does not have any knowledge of any proceedings pending or threatened against our Company and/or its subsidiaries, or of any facts likely to give rise to any proceedings, which might materially or adversely affect the financial position or business of our Company and/or our subsidiaries: 12

17 (a) On 15 August 2013, our Company was served with a Writ of Summons together with the Statement of Claim issued in the Kuala Lumpur High Court by nine (9) third parties ( Plaintiffs ). The claim is in relation to the alleged unlawful conspiracy between our Company and another four (4) third parties affecting the importance of the economics of the Plaintiffs. The Plaintiffs sought for an injunction from Court to stop our Company from executing the program Bantuan Lesen 1 Malaysia, damages for alleged unlawfully conspired (which are not quantified), costs and interest. Our Company has sought its solicitors advice on the necessary course of action to be taken in relation to the aforesaid Writ of Summons. We have filed for Defence and Counter Claim on 19 September Subsequently on 23 October 2013, our Company has filed to strike out the application by the Plaintiffs which was dismissed with order for cost to which was settled on 21 May The parties are currently in the midst of trial. During trial, the 8th Plaintiff has withdrawn their claim and the court has allowed with cost. Our Board are of the view that the claims by the Plaintiffs are without merit and will vigorously defend the claim. (b) On 24 February 2015, a Writ of Summons together with the Statement of Claim issued in the Shah Alam High Court was served against our Company, Jason Chan Ling Khee and Wong Thean Soon (collectively referred to as the Defendants ) by the solicitors of GST Smart Solution Sdn Bhd ( GST Smart Solution ). GST Smart Solution s claims are made up of the following: i) a declaration that there is an infringement of GST Smart Solution s Point of Sale GST Automatic Tax Reporting System ( ATRS ) patent by our Company s Method of Automated Reporting of Point of Sale Tax Collection under Secured Environment ( MARTC ); ii) an order that the Defendants are required to withdraw the application for the patent MYPI ; iii) an injunction that the Defendants and/or its directors, its officers, employees, service providers and/or agent or otherwise howsoever are required to stop and/or prohibited from filing any patent application identical or similar with the ATRS; iv) an injunction that the Defendants and/or its directors, its officers, employees, service providers and/or agent or otherwise howsoever be restrained and/or prohibited from using the MARTC and/or any identical or similar device infringing the ATRS patent; v) an order that the Defendants and/or its directors, its officers, employees, service providers and/ or agent or otherwise howsoever be required to surrender and deliver up to GST Smart Solution all materials and/or documents and/or records and/or product relating to the infringement of the ATRS patent; vi) vii) viii) ix) an inquiry as to the losses resulting from the infringement or alternatively, at the option of GST Smart Solution, an account of profits earned by the Defendants from the said infringement; interest on any amount in item (vi) above at the rate of 5% per annum from until full payment; cost; and other reliefs deemed fit and may deemed just and expedient as the Court deems fit. The Defendants have filed a counterclaim for the invalidation of the ATRS patent on the ground that the same did not comply with the Patents Act 1983 and the Patents Regulations GST Smart Solution filed an application to, in effect, strike out the Defendants counterclaim to invalidate their ATRS Patent. The suit was fixed for hearing on 17 June 2015 where GST Smart Solution s application was dismissed. The suit is currently fixed for trial on 9 and 10 March Our Board is of the view that the claims by the GST Smart Solution are without merit and will vigorously defend the claim. 13

18 3.2 Material commitments Save as disclosed below, as at 30 June 2015, our Board is not aware of any material commitments incurred or known to be incurred by our Group that has not been provided for, which upon becoming enforceable, may have a material impact on the financial results/position of our Group: RM 000 Acquisition 139,812 Purchase of communication equipment 7, , Contingent liabilities Save as disclosed below, as at 30 June 2015, our Board is not aware of any contingent liabilities incurred or known to be incurred which, upon becoming enforceable, may have a material impact on the financial position/ results of our Group: RM 000 Corporate guarantee given to a licensed bank to secure credit facilities granted to a subsidiary, namely My EG Sdn. Bhd. 2,475 Corporate guarantee given to a licensed bank to secure credit facilities granted to an associate, namely My E.G. Integrated Networks Sdn. Bhd. 4,000 6, DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the registered office of our Company at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Persiaran Bandar Utama, Bandar Utama, Petaling Jaya, Selangor Darul Ehsan, during normal business hours (except public holidays) from the date of this Circular up to the time set for holding the EGM: (i) (ii) (iii) (iv) the Memorandum and Articles of Association of our Company; the audited consolidated financial statements of our Company for the FYE 30 June 2014 and FYE 30 June 2015; the letter of consent referred to in Section 2 above; and the relevant cause papers in respect of the material litigation referred to in Section 3.1 above. 14

19 MY E.G. SERVICES BERHAD (Company No.: K) (Incorporated in Malaysia under the Companies Act, 1965) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of My E.G. Services Berhad ( MYEG or the Company ) will be held at Hibiscus Auditorium, LG 1, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, Kuala Lumpur on Friday, 18 December 2015 at a.m. or immediately following the conclusion or adjournment of the Fifteenth Annual General Meeting of the Company scheduled at the same venue and on the same date at a.m., whichever is later, for the purpose of considering and if thought fit, passing with or without modifications the following ordinary resolution: ORDINARY RESOLUTION PROPOSED BONUS ISSUE OF UP TO 1,202,102,000 NEW ORDINARY SHARES OF RM0.10 EACH IN MYEG ( MYEG SHARE(S) ) ( BONUS SHARE(S) ) TO BE CREDITED AS FULLY PAID-UP ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY ONE (1) EXISTING MYEG SHARE HELD ON AN ENTITLEMENT DATE TO BE DETERMINED ( PROPOSED BONUS ISSUE ) THAT, subject to the approvals of all relevant authorities in respect of the listing of and quotation for up to 1,202,102,000 Bonus Shares on the Main Market of Bursa Malaysia Securities Berhad, the Board of Directors of MYEG ( Board ) be and is hereby authorised to capitalise a total sum of up to RM120,210,200 from the other reserve and retained earnings accounts of our Company, the details of which are set out in Section 2.2 of the Circular to the shareholders of our Company dated 26 November 2015, for the purposes of the Proposed Bonus Issue; THAT the Board be and is hereby authorised to apply such capitalisation sum and to issue at par, up to 1,202,102,000 Bonus Shares to be credited as fully paid-up and such Bonus Shares be allotted to the shareholders of our Company whose names appear in the Record of Depositors of our Company as at the close of business on an entitlement date to be determined and announced later by the Board ( Entitlement Date ), on the basis of one (1) Bonus Share for every one (1) existing MYEG Share held in our Company on the Entitlement Date; THAT such Bonus Shares will, upon allotment and issuance, rank pari passu in all respects with the existing MYEG Shares, save and except that such Bonus Shares will not be entitled to any dividends, rights, allotment and/or other forms of distribution that may be declared, made or paid for which the entitlement date for any dividends, rights, allotment and/ or other forms of distribution precedes the date of allotment of such Bonus Shares; AND THAT the Board be and is hereby authorised to sign and execute all documents, do all things and acts as may be required to give effect to the aforesaid Proposed Bonus Issue with full power to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted by any relevant authorities and to deal with all matters relating thereto and to take all such steps and do all acts and things in any manner as they may deem necessary or expedient to implement, finalise and give full effect to the Proposed Bonus Issue. By Order of the Board TAI YIT CHAN (MAICSA ) TAN AI NING (MAICSA ) Company Secretaries Selangor Darul Ehsan 26 November 2015

20 Notes: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) A member entitled to attend, speak and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and vote in his stead. If the proxy is not a member of our Company, he need not be an advocate, an approved company auditor or a person approved by the Registrar of Companies and there shall be no restriction as to qualification of the proxy. A member shall be entitled to appoint up to two (2) proxies or attorneys or authorised representatives to vote at the same meeting. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy. Where a Member of our Company is an Exempt Authorised Nominee which holds ordinary shares in our Company for multiple beneficial owners in one securities account ( omnibus account ), there shall be no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds. If no name is inserted in the space provided for the name of your proxy, our Chairman of the meeting will act as your proxy. An instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised and in the case of corporation shall be either under its common seal or under the hand of an officer or attorney duly authorised. The instrument appointing a proxy or the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of authority shall be deposited at the registered office of our Company at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Persiaran Bandar Utama, Bandar Utama, Petaling Jaya, Selangor Darul Ehsan, not less than forty-eight (48) hours before the time for holding the meeting or any adjournment meeting at which the person named in the instrument proposed to vote in default, the instrument of proxy shall not be treated as valid. In respect of deposited securities, only members whose names appear on the Record of Depositors on 8 December 2015 (General Meeting Record of Depositors) shall be eligible to attend the meeting or appoint proxy(ies) to attend, speak and/or vote on his behalf. Personal data privacy: By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the meeting and/or any adjournment thereof, a member of our Company: (a) (b) (c) consents to the collection, use and disclosure of the member s personal data by our Company (or its agents) for the purpose of the processing and administration by our Company (or its agents) of proxies and representatives appointed for the meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the meeting (including any adjournment thereof), and in order for our Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the Purposes ); warrants that where the member discloses the personal data of the member s proxy(ies) and/or representative(s) to our Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by our Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes; and agrees that the member will indemnify our Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member s breach of warranty.

21 MY E.G. SERVICES BERHAD (Company No.: K) (Incorporated in Malaysia under the Companies Act, 1965) FORM OF PROXY No. of shares held CDS Account No. I/We of (FULL NAME IN BLOCK CAPITAL) *NRIC/Company No. (FULL ADDRESS) being *a member/members of MY E.G. SERVICES BERHAD ( K) hereby appoint (FULL NAME IN BLOCK CAPITAL) *NRIC No./Passport No. of or failing *him/her of (FULL NAME IN BLOCK CAPITAL) (FULL ADDRESS) *NRIC No./Passport No. (FULL ADDRESS) or failing *him/her the Chairman of the Meeting as *my/our proxy/proxies to attend, speak and vote for *me/us on *my/our behalf at the Extraordinary General Meeting of My E.G. Services Berhad ( Company ) to be held at Hibiscus Auditorium, LG 1, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, Kuala Lumpur on Friday, 18 December 2015 at a.m. or immediately following the conclusion or adjournment of the Fifteenth Annual General Meeting of the Company scheduled to be held at the same venue and on the same date at a.m., whichever is later. *My/our proxy/proxies is/are to vote as indicated below: RESOLUTION FOR AGAINST ORDINARY RESOLUTION PROPOSED BONUS ISSUE Please mark with X in either box if you wish to direct the proxy how to vote. If no mark is made the proxy may vote on the resolution or abstain from voting as the proxy thinks fit. * Strike out whichever is not desired For appointment of two (2) proxies, percentage of shareholdings to be represented by the proxies: No. of Shares Percentage Signature of Member(s)/Common Seal Date: Proxy 1 % Proxy 2 % Total 100% Notes: (i) (ii) (iii) A member entitled to attend, speak and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and vote in his stead. If the proxy is not a member of our Company, he need not be an advocate, an approved company auditor or a person approved by the Registrar of Companies and there shall be no restriction as to qualification of the proxy. A member shall be entitled to appoint up to two (2) proxies or attorneys or authorised representatives to vote at the same meeting. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy. Where a Member of our Company is an Exempt Authorised Nominee which holds ordinary shares in our Company for multiple beneficial owners in one securities account ( omnibus account ), there shall be no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds.

22 Fold this flap for sealing Notes: (cont d) (iv) (v) (vi) (vii) If no name is inserted in the space provided for the name of your proxy, our Chairman of the meeting will act as your proxy. An instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised and in the case of corporation shall be either under its common seal or under the hand of an officer or attorney duly authorised. The instrument appointing a proxy or the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of authority shall be deposited at the registered office of our Company at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Persiaran Bandar Utama, Bandar Utama, Petaling Jaya, Selangor Darul Ehsan, not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof. In respect of deposited securities, only members whose names appear on the Record of Depositors on 8 December 2015 (General Meeting Record of Depositors) shall be eligible to attend, speak and vote at the meeting or appoint proxy(ies) to attend, speak and/or vote on his behalf. (viii) Personal Data Privacy: By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of Extraordinary General Meeting dated 26 November Then fold here AFFIX STAMP The Company Secretaries MY E.G. SERVICES BERHAD ( K) Lot 6.05, Level 6, KPMG Tower 8 First Avenue Persiaran Bandar Utama Bandar Utama Petaling Jaya Selangor Darul Ehsan 1 st fold here

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