PJ DEVELOPMENT HOLDINGS BERHAD (5938-A) (Incorporated in Malaysia)

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1 THIS NOTICE 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, banker or other professional adviser immediately. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Notice, 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 Notice. PJ DEVELOPMENT HOLDINGS BERHAD (5938-A) (Incorporated in Malaysia) NOTICE TO WARRANT HOLDERS IN RELATION TO THE EXPIRY AND LAST DATE FOR THE EXERCISE OF THE 2000/2010 WARRANTS B STOCK NAME : PJDEV-WB STOCK CODE : 1945WB IMPORTANT RELEVANT DATES Last date and time for trading of 2000/2010 Warrants B : Wednesday, 13 October 2010 at 5.00 p.m. Date and time of suspension of trading of 2000/2010 Warrants B : Thursday, 14 October 2010 at 9.00 a.m. Last date and time for exercise of 2000/2010 Warrants B : Friday, 29 October 2010 at 5.00 p.m. Date and time of expiry of 2000/2010 Warrants B : Friday, 29 October 2010 at 5.00 p.m. Date of delisting of 2000/2010 Warrants B : Monday, 1 November 2010 at 9.00 a.m. This Notice is dated 24 September 2010

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Notice: Act : The Companies Act, 1965 as amended from time to time and any re-enactment thereof BMD : Bursa Malaysia Depository Sdn Bhd ( W) Board : The Board of Directors of PJD Bursa Securities : Bursa Malaysia Securities Berhad ( W) CDS : Central Depository System Deed Poll : The Deed Poll dated 14 August 2000 executed by PJD constituting the 2000/2010 Warrants B Director(s) : Either an executive director or a non-executive director within the meaning of Section 4 of the Act Entitlement Date : The date (to be determined by the Board) on which the Company s Record of Depositors with BMD will be closed to determine the entitlement of the shareholders to the Proposed Rights Issue Entitled Shareholder(s) : Shareholder(s) of PJD whose names appear in the Record of Depositors of PJD on the Entitlement Date Entitled Warrant Holder(s) : Holder(s) of the Unexercised Warrants B whose name(s) appear in the Record of Depositors of the 2000/2010 Warrants B on the Expiry Date Expiry Date : The date of expiry of the 2000/2010 Warrants B, being Friday, 29 October 2010 (inclusive), in accordance with the provisions of the Deed Poll. Market Day : A day on which the stock market of Bursa Securities is open for trading of securities PJD or Company : PJ Development Holdings Berhad (5938-A) PJD Share(s) : Ordinary share(s) of RM1.00 each in PJD Proposals : Proposed Rights Issue and Proposed Restricted Issue, collectively i

3 DEFINITIONS (Cont d) Proposed Rights Issue : Proposed renounceable rights issue of up to 213,811,972 Warrants C in PJD to the Entitled Shareholders on the basis of three (3) Warrants C for every eight (8) existing PJD Shares held on Entitlement Date Proposed Restricted Issue : Proposed restricted issue of up to 42,762,337 Warrants C in PJD to the Entitled Warrant Holders on the basis of three (3) Warrants C for every eight (8) Unexercised Warrants B held on the Expiry Date Record of Depositors : The record provided by BMD to the Company under the Rules of BMD RM and Sen : Ringgit Malaysia and sen respectively Subscription Period : The period commencing on and including the date of the issue of the 2000/2010 Warrants B and ending at the close of business at 5.00 p.m. on the Expiry Date Subscription Price : RM1.20 only payable in respect of each new PJD Shares Subscription Rights : The rights of a Warrant Holder to subscribe for the number of PJD Shares arising from its 2000/2010 Warrants B at the Subscription Price on any Market Day during the Subscription Period upon the terms and subject to the conditions of the Deed Poll Unexercised Warrants B : Unexercised 2000/2010 Warrants B held on the Expiry Date Warrant(s) C : New warrant(s) to be issued pursuant to the Proposals, which will constitute the same series of warrants Warrant Holder(s) : The depositors whose names appear on the Record of Depositors as being the persons for the time being holding the 2000/2010 Warrants B in the Company 2000/2010 Warrants B : 114,032,898 outstanding warrants carrying the right to subscribe for the number of PJD Shares arising from each warrant at the Subscription Price during the Subscription Period upon the terms and subject to the conditions under the Deed Poll Words incorporating the singular shall, where applicable, include the plural and vice versa and words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include a corporation, unless otherwise specified. Any reference in this Notice to any statute is a reference to that statute as for the time being amended or re-enacted. Any reference to a time of day in this Notice shall be a reference to Malaysian time, unless otherwise specified. ii

4 CONTENTS Page NOTICE TO WARRANT HOLDERS IN RELATION TO THE EXPIRY AND LAST DATE FOR THE EXERCISE OF 2000/2010 WARRANTS B 1. SUSPENSION OF TRADING AND LAST DAY FOR TRADING 1 2. SUBSCRIPTION PRICE 2 3. PAYMENT OF SUBSCRIPTION PRICE 2 4. EXERCISE OF SUBSCRIPTION RIGHTS BOOK CLOSURE DATE 3 6. EXPIRY OF SUBSCRIPTION RIGHTS 3 7. CONTACT DETAILS FOR ENQUIRIES 3 8. OTHER MATTERS DIRECTORS RESPONSIBILITY STATEMENT 6 APPENDIX I: SUBSCRIPTION FORM FOR 2000/2010 WARRANTS B Enclosed iii

5 PJ DEVELOPMENT HOLDINGS BERHAD (5938-A) (Incorporated in Malaysia) Registered Office: 18 th Floor, Plaza OSK Jalan Ampang Kuala Lumpur Malaysia DIRECTORS 24 September 2010 YM Ungku Haji Mohd Afandi bin Ungku Suleiman (Independent Non-Executive Chairman) Wong Ah Chiew (Managing Director) Wong Chong Shee (Deputy Managing Director) Khor Chai Moi (Executive Director) Yap Yoon Kong (Executive Director) Au Chun Choong (Independent Non-Executive Director) To: The Warrant Holders of PJ Development Holdings Berhad Dear Sir / Madam, EXPIRY AND LAST DATE FOR THE EXERCISE OF 2000/2010 WARRANTS B NOTICE IS HEREBY GIVEN THAT pursuant to the terms and conditions as stipulated in the Deed Poll governing the 2000/2010 Warrants B, the Subscription Rights of the 2000/2010 Warrants B will expire at 5.00 p.m. on Friday, 29 October Warrant Holders should note that 2000/2010 Warrants B which are not exercised by 5.00 p.m. on the Expiry Date will lapse and become NULL and VOID and cease to be exercisable after the Expiry Date. Accordingly, the 2000/2010 Warrants B will be removed from the Official List of Bursa Securities with effect from 9.00 a.m. on Monday, 1 November The number of unexercised 2000/2010 Warrants B as at 2 September 2010, being the latest practicable date prior to the printing of this Notice is 114,032,898. Warrant Holders are therefore advised to read carefully the procedures set out below:- 1. SUSPENSION OF TRADING AND LAST DAY FOR TRADING To facilitate the exercise of the Subscription Rights of the 2000/2010 Warrants B, trading of the 2000/2010 Warrants B on Bursa Securities will be suspended with effect from 9.00 a.m. on Thursday, 14 October 2010 up to the Expiry Date. Hence, the last day of trading of the 2000/2010 Warrants B will be at 5.00 p.m. on Wednesday, 13 October

6 2. SUBSCRIPTION PRICE The subscription price of the 2000/2010 Warrants B is RM1.20 for each new PJD Share. For example, if you exercise 1, /2010 Warrants B into 1,000 new PJD Shares, the aggregate subscription price will be RM1, PAYMENT OF SUBSCRIPTION PRICE The remittance for the Subscription Price must be made in full and payable in Ringgit Malaysia by way of banker's draft or cashier's order drawn on a bank operating in Malaysia or money order or postal order issued by a post office in Malaysia and made out in favour of PJD WARRANTS B ACCOUNT" crossed "A/C Payee Only" and endorsed on the reverse side with the name, address, NRIC/passport/armed forces/police personnel/registration number (whichever is applicable) and the CDS account number of the Warrant Holder. 4. EXERCISE OF SUBSCRIPTION RIGHTS 4.1 If you are a Warrant Holder and wish to exercise your Subscription Rights, you should: complete and sign the subscription form which is enclosed as Appendix I. Additional copies of the subscription form can be obtained from the Company s Share Registrar as stated in Section 7 below; and deliver to the Company s Share Registrar, the following documents not later than 5.00 p.m. on the Expiry Date:- (a) (b) (c) the duly completed and signed subscription form; remittance for the full Subscription Price in accordance to instruction stated in Sections 2 and 3 above; remittance of a processing fee of RM10.00 for each subscription form payable by a banker s draft, a cashier s order or a postal order, payable in favour of Symphony Share Registrars Sdn Bhd crossed A/C Payee Only, or in cash if you deliver the documents to the Company s Share Registrar personally; and (d) photocopy of the NRIC/passport/Certificate of Incorporation (whichever is applicable) of the Warrant Holder. 4.2 Pursuant to the exercise of the Subscription Rights, the Company shall within eight (8) Market Days (or such other period as may be prescribed by Bursa Securities) after the date of receipt of a duly completed subscription form together with requisite payment: issue and allot the new PJD Shares arising from the exercise of the 2000/2010 Warrants B; despatch the notices of allotment to the Warrant Holders; and make an application to Bursa Securities for the quotation of such new PJD Shares issued arising from the exercise of the 2000/2010 Warrants B. 2

7 4.3 All the new PJD Shares to be issued pursuant to the exercise of the 2000/2010 Warrants B will be credited into the respective CDS account of the Warrant Holders with BMD as fully paid-up. The new PJD Shares shall, upon allotment and issuance, rank pari passu in all respect with the then existing PJD Shares, save and except that they shall not be entitled to any dividends, rights, allotment and/or other distributions where the entitlement date precedes the relevant date of allotment and issuance of such new PJD Shares. 5. BOOK CLOSURE DATE Warrant Holders should note that apart from the provisions contained in the Deed Poll, the following provisions of BMD will apply to the 2000/2010 Warrants B:- 5.1 BMD will not accept any request for ordinary transfer of the 2000/2010 Warrants B for the period commencing 4.00 p.m. on Friday, 22 October 2010 up to the Expiry Date; 5.2 Warrant Holders shall qualify for entitlement to subscribe for new PJD Shares only in respect of the following: /2010 Warrants B transferred into the depositors CDS Account before 4.00 p.m. on Friday, 22 October 2010 in respect of ordinary transfers; or /2010 Warrants B bought on Bursa Securities on or before Wednesday, 13 October 2010 at 5.00 p.m., being the last day of trading of the 2000/2010 Warrants B. 5.3 All Unexercised Warrants B remaining in the depositor s CDS Account as at 5.00 p.m. on the Expiry Date, will be debited from the respective depositor s CDS Account on Monday, 1 November EXPIRY OF SUBSCRIPTION RIGHTS Warrant Holders should note that if their 2000/2010 Warrants B are not exercised by 5.00 p.m. on Friday, 29 October 2010, being the last date and time for the exercise of the 2000/2010 Warrants B, the 2000/2010 Warrants B will lapse and become null and void, and will thereafter cease to be exercisable. 7. CONTACT DETAILS FOR ENQUIRIES All enquiries concerning the above should be addressed to the Company s Share Registrar at: Symphony Share Registrars Sdn. Bhd. 55 Medan Ipoh 1A Medan Ipoh Bistari Ipoh Perak Darul Ridzuan Tel No.: Fax No.:

8 8. OTHER MATTERS 8.1 Warrant Holders should note that on 26 July 2010, OSK Investment Bank Berhad had, on behalf of the Board, announced that the Company proposes to implement the following:- (a) (b) a renounceable rights issue of up to 213,811,972 Warrants C in PJD to all the Entitled Shareholders on the basis of three (3) Warrants C for every eight (8) existing PJD Shares held on the Entitlement Date; and a restricted issue of up to 42,762,337 Warrants C to the Entitled Warrant Holders on the basis of three (3) Warrants C for every eight (8) Unexercised Warrants B held on the Expiry Date. 8.2 The indicative salient terms of the Warrants C are set out below:- Number of Warrants C Form : Up to 213,811,972 Warrants C to subscribe for up to 213,811,972 new PJD Shares. : The Warrants C will be issued in registered form and constituted by the New Deed Poll to be executed by the Company Exercise Price : The exercise price of the Warrants C is RM1.00 per new PJD Share. Exercise Period : The Warrants C may be exercised at any time within ten (10) years commencing on and including the date of issuance of the Warrants C and ending at 5.00 p.m. on the date preceding the tenth (10 th ) anniversary of the date of issuance, or if such day is not a Market Day, then it shall be the Market Day immediately preceding the said non-market day. Any Warrants C not exercised during the exercise period will thereafter lapse and cease to be valid. Exercise Rights : Each Warrant C carries the entitlement, at any time during the Exercise Period to subscribe for one (1) new PJD Share at the Exercise Price, subject to the adjustments (if any) in accordance with the provisions of the New Deed Poll. New Deed Poll : The Warrants C will be constituted by a new deed poll to be executed by the Company. Mode of exercise : The registered holder of a Warrant C is required to lodge an exercise form, as set out in the new Deed Poll, with the Company s share registrar, duly completed, signed and stamped together with payment of the Exercise Price by banker s draft or cashier s order drawn on a bank operating in Malaysia or a money order or postal order issued by a post office in Malaysia. Board lot : For the purposes of trading on Bursa Securities, one (1) board lot of Warrants C shall comprise of 100 Warrants C carrying the rights to subscribe for 100 new PJD Shares at any time during the Exercise Period, or such denomination as determined by Bursa Securities. 4

9 Ranking of new PJD Shares Listing of the Warrants C : The new PJD Shares to be issued arising from the exercise of the Warrants C shall, upon allotment and issue, rank pari passu in all respects with the existing PJD Shares, save and except that the new PJD Shares will not be entitled to any dividend, right, allotment and/or other forms of distribution where the entitlement date precedes the relevant date of allotment and issuance of the new PJD Shares. : An application will be made to Bursa Securities for the admission of the Warrants C to the Official List of Bursa Securities, and for the listing of and quotation for the Warrants C and new PJD Shares arising from the exercise of the Warrants C. Governing law : Laws and Regulations of Malaysia. 8.3 Inter-conditionality The Proposed Rights Issue and Proposed Restricted Issue are inter-conditional upon one another. However, in the event all the Unexercised Warrants B are exercised by the Expiry Date, the Proposed Rights Issue will proceed without the Proposed Restricted Issue. 8.4 Approvals Required The Proposals are subject to and conditional upon approvals being obtained from the following:- (a) (b) Controller of Foreign Exchange (via Bank Negara Malaysia), for the issuance of Warrants C to the non-resident Entitled Shareholders and Entitled Warrant Holders, including renouncees who are non-residents pursuant to the Proposals, which was obtained by the Company on 27 August 2010; Bursa Securities, for the following:- (i) (ii) the admission of the Warrants C to the Official List of Bursa Securities; and the listing of and quotation for the Warrants C as well as the new PJD Shares to be issued arising from the exercise of Warrants C, on the Main Market of Bursa Securities; which was obtained by the Company on 8 September 2010; (c) (d) the shareholders of the Company, for the Proposals at an Extraordinary General Meeting to be convened; and any other relevant authority, where required. Warrant Holders are advised to read the announcements made by the Company on 26 July 2010, 2 September 2010 and 14 September 2010 respectively for further information on the Proposals. 5

10 9. DIRECTORS RESPONSIBILITY STATEMENT This Notice has been seen and approved by the Board and they collectively and individually accept full responsibility for the accuracy of the information given in this Notice and confirm that after having made 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. Yours faithfully For and on behalf of the Board PJ DEVELOPMENT HOLDINGS BERHAD WONG AH CHIEW Managing Director The remaining of this page is intentionally left blank 6

11 Appendix I PJ DEVELOPMENT HOLDINGS BERHAD (Company No.: 5938-A) (INCORPORATED IN MALAYSIA UNDER THE COMPANIES ACT, 1965) REGISTERED OFFICE: 18th Floor, Plaza OSK, Jalan Ampang, Kuala Lumpur, Malaysia. PARTICULARS OF THE DEPOSITORS Name of Depositor : SUBSCRIPTION FORM FOR WARRANTS B *Old NRIC/Passport/ Armed Forces/ : Police Personnel/Registration No. New NRIC No. : - - Address : Telephone/Contact No. : Office : - : House : - [All information given above must be the same as the information in the records of Bursa Malaysia Depository Sdn Bhd ( Bursa Depository )] Name of Registrar : SYMPHONY SHARE REGISTRARS SDN. BHD. To : PJ DEVELOPMENT HOLDINGS BERHAD (Company No A) ( the Company ) I/We the undersigned being the Depositor in respect of the Warrant B above (the Warrants B ) registered in the name of Bursa Depository hereby irrevocably elect to exercise the following number of Warrants B in my/our Securities Accounts as specified below in accordance with the provisions of the Deed Poll. I/We hereby undertake to pay any deposition or other fees (if any) for the time being chargeable by and payable to Bursa Depository or any applicable stamp duty or similar taxes or duties under the Stamp Act 1949 due by reason of exercising my/our Subscription Rights under the Warrant B referred to below, or the allotment of New Shares to Bursa Depository for my/our account. I/We undersigned being the Warrant B Holders of the Warrants B hereby irrevocably: (i) confirm and declare that all information provided by me/us herein are true and correct; (ii) confirm and declare that all information indicated with an asterisk(*) is identical with the information in the records of Bursa Depository with regard to my/our CDS Securities Account and further agree and confirm that in the event the aforesaid information differs from the information in Bursa Depository records as mentioned earlier, the exercise of my/our rights hereunder may be rejected; (iii) authorise you to instruct Bursa Depository to debit the quantity of securities below from my/our Securities Account in the exercise of my/our rights as specified below in accordance with the provisions of the Deed Poll; (iv) declare and confirm the securities specified below intended for the exercise of rights are or have been designated as free securities are in my/our Securities Accounts; (v) declare that where I am/we are entitled to receive New Shares upon the exercise of my/our rights herein, I/we hereby authorise you to allot and issue the New Shares in the name of Bursa Depository and for the notice of allotment to be despatched to me/us at my/our risk to the correspondence address mentioned herein; (vi) authorise Bursa Depository to credit the quantity/(ies) of New Shares specified below into my/our Securities Account stated below; and (vii) confirm that after the submission of this form to the Company I/we shall not dispose, transfer or charge the securities intended for the exercise of rights herein until the exercise is completed by the debiting of the securities from my/our Securities Account or the exercise is rejected by the Company, whichever shall be applicable. I/we hereby make payment in full for such New Shares by banker s draft/cashier s order drawn on a Bank operating in Malaysia or a Money Order or Postal Order issued by a Post Office in Malaysia amounting to RM made out in favour of PJD WARRANTS B ACCOUNT crossed A/C Payee Only and endorsed on the reverse side with my/our name and address, NRIC/company registration number and my/or sources CDS Number. Signature of Depositor/Common Seal Source account for debiting securities CDS Account Number ADA & Branch Securities Code Type of Securities Quantity Code/Account No. Quantity Date Target account for New Shares CDS Account Number ADA & Branch Code/Account No * Please complete and/or delete as applicable Notes: i No scrip will be issued to the Depositor as the result of any exercise of rights herein. ii No Depositor shall be allowed to instruct crediting of New Shares into a CDS Account other than one of those from which the securities are to be debited.

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