MKH BERHAD. MKH BERHAD (Company No T) MKH BERHAD

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Martha Nash
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1 THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS NOTICE IS FOR THE INFORMATION OF THE HOLDERS OF WARRANTS 2012/2017 OF MKH THIS BERHAD NOTICE ( MKH ) IS IMPORTANT ONLY. NO ACTION AND REQUIRES IS REQUIRED YOUR TO IMMEDIATE BE TAKEN ATTENTION. IN RESPECT OF THIS NOTICE. THIS Bursa THIS NOTICE NOTICE IS Malaysia IS IMPORTANT Securities FOR THE Berhad INFORMATION AND REQUIRES has not perused OF YOUR this THE IMMEDIATE Notice HOLDERS ATTENTION. prior to OF its issuance WARRANTS and takes 2012/2017 no responsibility OF MKH for THIS BERHAD the NOTICE contents ( MKH ) IS of FOR ONLY. this Notice, THE NO INFORMATION ACTION makes no IS REQUIRED representation OF THE TO HOLDERS as BE to TAKEN its accuracy OF IN RESPECT WARRANTS or completeness OF 2012/2017 THIS NOTICE. and expressly OF MKH disclaims Bursa BERHAD Malaysia any ( MKH ) liability Securities ONLY. whatsoever Berhad NO ACTION for has any not IS loss perused REQUIRED howsoever this TO Notice arising BE prior TAKEN from to or its IN in issuance RESPECT reliance and upon OF takes the THIS whole no NOTICE. responsibility or any part of for the contents of this Notice. Bursa the Malaysia contents Securities of this Notice, Berhad makes has not perused representation this Notice as to prior its accuracy to its issuance or completeness and takes no and responsibility expressly for disclaims the contents any liability of this whatsoever Notice, makes for any no loss representation howsoever arising as to from its accuracy or in reliance or completeness upon the whole and or expressly any part disclaims of the contents any liability of this whatsoever Notice. for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Notice. (Company No T) (Incorporated in Malaysia under the Companies Act, 1965) (Company No T) (Incorporated in Malaysia (Company under No T) the Companies Act, 1965) (Incorporated NOTICE in Malaysia TO WARRANT under the Companies HOLDERS Act, 1965) NOTICE TO WARRANT HOLDERS NOTICE TO WARRANT HOLDERS IN RELATION TO THE IN RELATION TO THE IN RELATION TO THE ADJUSTMENTS TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING WARRANTS ADJUSTMENTS 2012/2017 OF MKH TO THE PURSUANT EXERCISE TO PRICE THE BONUS AND NUMBER ISSUE OF 69,898,293 OUTSTANDING NEW WARRANTS ORDINARY 2012/2017 SHARES OF OF RM1.00 MKH EACH PURSUANT IN MKH TO ( MKH THE SHARES ) BONUS ISSUE ( BONUS OF SHARES ) 69,898,293 ON NEW THE BASIS ORDINARY OF 1 SHARES BONUS SHARE OF RM1.00 FOR EACH EVERY IN 5 MKH EXISTING ( MKH MKH SHARES ) ( BONUS HELD ( BONUS SHARES ) ISSUE ) ON THE BASIS OF 1 BONUS SHARE FOR EVERY 5 EXISTING MKH SHARES HELD ( BONUS ISSUE ) Adviser for the Bonus Issue Adviser for the Bonus Issue This Notice is dated 22 May 2014 This Notice is dated 22 May 2014 This Notice is dated 22 May 2014

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Notice: Additional Warrants : 5,772,221 additional Warrants issued pursuant to the Adjustments Adjustments : The adjustments to the exercise price and number of outstanding Warrants pursuant to the Bonus Issue Board : Board of Directors of MKH Bonus Issue Bonus Shares : The bonus issue of 69,898,293 Bonus Shares on the basis of 1 Bonus Share for every 5 existing MKH Shares held on the Entitlement Date : 69,898,293 new MKH Shares issued pursuant to the Bonus Issue, and Bonus Share shall be construed accordingly Bursa Depository : Bursa Malaysia Depository Sdn Bhd Bursa Securities : Bursa Malaysia Securities Berhad Deed Poll Entitlement Date : The deed poll entered into by our Company, constituting the Warrants, dated 23 November 2012 : 5.00 p.m. on 19 May 2014, being the date and time on which our shareholders must be registered in the Record of Depositors of our Company in order to be entitled to the Bonus Issue HLIB : Hong Leong Investment Bank Berhad Market Day : Any day on which Bursa Securities is open for trading of securities MKH : MKH Berhad MKH Shares : Ordinary shares of RM1.00 each in MKH Record of Depositors : A record of depositors provided by Bursa Depository under the rules of Bursa Depository RM and sen : Ringgit Malaysia and sen respectively Warrants : Warrants 2012/2017 as constituted by the Deed Poll, which will expire on 30 December 2017 All references to our Company, we, us, our and ourselves in this Notice are to our Company. All references to you in this Notice are to our warrant holders. Words importing the singular only shall include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations. All references to the time of day in this Notice are references to Malaysian time. i

3 TABLE OF CONTENTS LETTER TO THE WARRANT HOLDERS: Page 1. INTRODUCTION 1 2. RATIONALE FOR THE ADJUSTMENTS 2 3. DETAILS OF THE ADJUSTMENTS 2 4. EFFECTIVE DATE OF THE ADJUSTMENTS 3 5. RANKING OF THE ADDITIONAL WARRANTS AND THE NEW MKH SHARES ARISING FROM THE EXERCISE OF THE ADDITIONAL WARRANTS 3 6. CONSENTS 3 7. DIRECTORS RESPONSIBILITY STATEMENT 3 8. DOCUMENTS AVAILABLE FOR INSPECTION 4 THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK ii

4 (Company No T) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office: Suite 1, 5th Floor Wisma MKH Jalan Semenyih Kajang Selangor Darul Ehsan 22 May 2014 DIRECTORS: Tan Sri Dato Chen Kooi Cheng Ngi Chong (Executive Chairman) Tan Sri Datuk Chen Lok Loi (Managing Director) Chen Fook Wah (Deputy Managing Director) Mah Swee Buoy (Executive Director) Datuk Mohammad Bin Maidon (Independent Non-Executive Director) Mohammed Chudi Bin Haji Ghazali (Senior Independent Non-Executive Director) Haji Mohamed Bin Ismail (Independent Non-Executive Director) Jeffrey Bin Bosra (Independent Non-Executive Director) Haji Hasan Aziz Bin Mohd Johan (Independent Non-Executive Director) To: Our warrant holders Dear Sir/Madam, ADJUSTMENTS TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING WARRANTS PURSUANT TO THE BONUS ISSUE 1. INTRODUCTION On 11 March 2014, HLIB had, on behalf of our Board, announced that our Company proposed to undertake a bonus issue of up to 75,671,382 new MKH Shares to be credited as fully paid-up on the basis of 1 new MKH Share for every 5 existing MKH Shares held on the Entitlement Date. Subsequently, on 4 April 2014, HLIB had, on behalf of our Board, announced that Bursa Securities had, via its letter dated 4 April 2014, approved in-principle the listing of and quotation for the Bonus Shares, the Additional Warrants and the new MKH Shares to be issued pursuant to the exercise of the Additional Warrants on the Main Market of Bursa Securities. On 29 April 2014, our shareholders had approved the Bonus Issue at our extraordinary general meeting, and on 29 April 2014, HLIB had, on behalf of our Board, announced that the Entitlement Date had been fixed at 5.00 p.m. on 19 May On 20 May 2014, the Bonus Shares and the Additional Warrants were listed and quoted on the Main Market of Bursa Securities with effect from 9.00 a.m. 1

5 The purpose of this Notice is to notify you of the Adjustments in accordance with the Deed Poll. No action is required to be taken by you. 2. RATIONALE FOR THE ADJUSTMENTS Condition 3(A)(ii) of the Third Schedule of the Deed Poll provides that the exercise price and the number of Warrants held by each warrant holder shall, from time to time, be adjusted as provided for in the Deed Poll in the event of an issuance of new MKH Shares by our Company to be credited as fully paid-up by way of capitalisation of profits or reserves (including any share premium account and capital redemption reserve funds) to our shareholders. The Adjustments were made in accordance with the provisions of the Deed Poll to mitigate equity dilution so that your status as a warrant holder is not prejudiced pursuant to the Bonus Issue. The Adjustments were made by our Board in consultation with HLIB and certified by Messrs Baker Tilly AC via its letter dated 20 May DETAILS OF THE ADJUSTMENTS In accordance with Condition 1(B) of the Fourth Schedule of the Deed Poll, the exercise price and the additional number of Warrants which you may be entitled to be issued with (if any) were adjusted as follows: New exercise price = S A (A + B) = RM2.26 x 349,494, ,494, ,898,293 = RM1.89 Additional number of Warrants to be issued = T (A + B) T A = 28,862,125 (349,494, ,898,293) 28,862, ,494,785 = 5,772,370 where: A = 349,494,785, being the aggregate number of MKH Shares in issue on the Entitlement Date immediately before the Bonus Issue; B = 69,898,293, being the aggregate number of Bonus Shares issued pursuant to the Bonus Issue; S = RM2.26, being the existing exercise price of the Warrants; and T = 28,862,125 Warrants, being the existing number of outstanding Warrants on the Entitlement Date. Based on the above computation, the new exercise price of the Warrants is RM1.89 while the additional Warrants to be issued is 5,772,370. 2

6 Notwithstanding the above, based on the announcement dated 19 May 2014, the actual number of Additional Warrants issued pursuant to the Adjustments is 5,772,221. The difference between the computation above and the actual number of Additional Warrants issued is due to fractional entitlements under the Adjustments being disregarded. Therefore, you will receive 1 Additional Warrant for every 5 existing Warrants held and fractional entitlements (if any) are disregarded. 4. EFFECTIVE DATE OF THE ADJUSTMENTS The Adjustments as set out in Section 3 above took effect on 20 May 2014, being the next Market Day following the Entitlement Date, in accordance with Condition 1(B) of the Fourth Schedule of the Deed Poll. 5. RANKING OF THE ADDITIONAL WARRANTS AND THE NEW MKH SHARES ARISING FROM THE EXERCISE OF THE ADDITIONAL WARRANTS The Additional Warrants shall form part of the series of the existing Warrants and shall be constituted by the Deed Poll. No physical warrant certificate will be issued in respect of the Additional Warrants. The new MKH Shares to be issued pursuant to the exercise of the Additional Warrants shall, upon allotment and issue, rank pari passu in all respects with the then existing MKH Shares except that they will not be entitled to any dividends, rights, allotments and/or other distributions which may be declared, made or paid to shareholders, of which the entitlement date is prior to the date of allotment of the new MKH Shares to be issued pursuant to the exercise of the Additional Warrants. 6. CONSENTS HLIB and Messrs Baker Tilly AC have given and have not subsequently withdrawn their written consent to the inclusion in this Notice of their names and all references in the form and context in which they appear. 7. DIRECTORS RESPONSIBILITY STATEMENT Our Board has seen and approved this Notice and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement in this Notice misleading. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 3

7 8. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at our Registered Office at Suite 1, 5th Floor, Wisma MKH, Jalan Semenyih, Kajang, Selangor Darul Ehsan during normal office hours from Mondays to Fridays (except public holidays) from the date of this Notice up to and including the earlier of the date the last Warrants are exercised or the last day of the exercise period of the Warrants: (i) (ii) (iii) (iv) the Deed Poll; the certificate from Messrs Baker Tilly AC certifying the Adjustments; the certificate from a director of our Company on the brief particulars of the event giving rise to the Adjustments, the Adjustments and the effective date of the Adjustments; and the letters of consent referred to in Section 6 above. Yours faithfully For and on behalf of the Board of TAN SRI DATO CHEN KOOI CHENG NGI CHONG Executive Chairman 4

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

THIS NOTICE 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