THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Transcription

1 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 or other independent professional adviser immediately. Bursa Malaysia Securities Berhad ( Bursa Securities ) takes no responsibility for the contents of this Notice, makes no representation as to its accuracy or completeness and expressly disclaims any responsibilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Notice. SYMPHONY HOUSE BERHAD (Company No P) (Incorporated in Malaysia under the Companies Act, 1965) NOTICE TO OUR SHAREHOLDERS IN RELATION TO THE (I) (II) SUSPENSION OF TRADING OF THE ORDINARY SHARES OF RM0.10 EACH IN SYMPHONY HOUSE BERHAD ( SYMPHONY ) ( SYMPHONY SHARES ); AND THE ENTITLEMENT DATE FOR THE: EXCHANGE OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF SYMPHONY OF UP TO 660,000,000 SYMPHONY SHARES FOR UP TO 66,000,000 ORDINARY SHARES OF RM1.00 EACH IN RANHILL HOLDINGS BERHAD ( RANHILL HOLDINGS ) ( RANHILL HOLDINGS SHARES ) ON THE BASIS OF ONE (1) RANHILL HOLDINGS SHARE FOR EVERY TEN (10) EXISTING SYMPHONY SHARES HELD ( SHARE EXCHANGE ); AND A SPECIAL DIVIDEND OF RM0.01 FOR EACH SYMPHONY SHARE HELD ( SPECIAL DIVIDEND ) Principal Adviser IMPORTANT DATES: Last day and time for trading of Symphony Shares : Wednesday, 2 December 2015 at 5.00 p.m. Date and time of suspension of trading of Symphony Shares Entitlement Date for the Share Exchange and Special Dividend This Notice is dated 25 November 2015 : With effect from 9.00 a.m. on Thursday, 3 December 2015 : Wednesday, 9 December 2015

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Notice: Act : Companies Act, 1965, as amended, supplemented or modified from time to time and any re-enactment thereof Board : Board of Directors of Symphony Bursa Depository : Bursa Malaysia Depository Sdn Bhd ( W) Bursa Securities : Bursa Malaysia Securities Berhad ( W) CDS : Central Depository System CIMB or Principal Adviser : CIMB Investment Bank Berhad (18417-M) Consideration Shares : Ranhill Holdings Shares to be issued as consideration to Ranhill Group Sdn Bhd and Ranhill Utilities Sdn Bhd (or their nominees) for the Proposed Ranhill Acquisition at an issue price of RM1.60 each Entitled Shareholders : Our Shareholders whose names appear on our Company s Record of Depositors as at the close of business on the Entitlement Date in order to be entitled to the Share Exchange and the Special Dividend Entitlement Date : Wednesday, 9 December 2015, at 5.00 p.m., being the specific time and date determined by our Board, at which time and date the names of our Shareholders must appear in the Record of Depositors of our Company in order to be entitled to the Share Exchange and the Special Dividend Explanatory Statement/ Circular : The explanatory statement/circular to shareholders of Symphony dated 15 October 2015 Final Retail Price : Final price per Issue Share to be paid by investors pursuant to the Proposed Retail Offering, equivalent to the Retail Price or the Institutional Price, whichever is lower, to be determined on the Price Determination Date High Court : High Court of Malaya Institutional Price : Price per Offering Share to be paid by investors pursuant to the Proposed Institutional Offering which will be determined on the Price Determination Date by way of bookbuilding Issue Shares : Up to 375,000,000 new Ranhill Holdings Shares to be issued for subscription pursuant to the Proposed Public Issue Market Day : Any day between Monday to Friday (both days inclusive), excluding public holidays, and a day on which Bursa Securities is open for trading of securities Notice : This notice to the shareholders of Symphony dated 25 November 2015 Offering Shares : Collectively, the Issue Shares and the OFS Shares Official List : A list specifying all securities listed on the Main Market of Bursa Securities i

3 DEFINITIONS (CONT D) OFS Shares : The then existing Ranhill Holdings Shares, upon the completion of the Proposed RTO, to be offered for sale by Cheval Infrastructure Fund L.P. (acting via its general partner, TAEL Management Co. (Cayman) Ltd) pursuant to the Proposed OFS Price Determination Date : The date on which the Institutional Price and the Final Retail Price for the Proposed Offering will be determined Proposals : Collectively, the Proposed RTO, Proposed MBO, Proposed RWorley Call Option, Proposed Transfer of Listing Status, Proposed Offering and Proposed Remaining RWT (Cayman) Acquisition Proposed Institutional Offering : Offering of up to 354,180,000 Offering Shares at the Institutional Price, subject to clawback and reallocation provisions and the over-allotment option, to the following: (i) Malaysian institutional and selected investors including Bumiputera investors approved by Ministry of International Trade and Industry; and (ii) foreign institutional and selected investors outside the United States of America in reliance on Regulation S under the United States Securities Act 1933, as amended, supplemented or modified from time to time and any re-enactment thereof Proposed MBO : Proposed divestment by Ranhill Holdings of its entire equity interest in Symphony to Stone Equity Sdn Bhd, a company owned by the current management of Symphony headed by Tan Sri Mohamed Azman bin Yahya and Dato Abdul Hamid bin Sh Mohamed, through a management buyout for a cash consideration of RM60,000,000 Proposed Offering : Collectively, the Proposed Public Issue and Proposed OFS Proposed OFS : Proposed offer for sale of up to 100,000,000 of the then existing Ranhill Holdings Shares, upon the completion of the Proposed RTO, to be offered for sale by Cheval Infrastructure Fund L.P. (acting via its general partner, TAEL Management Co. (Cayman) Ltd) to the Malaysian and foreign institutional and selected investors Proposed Public Issue : Proposed public issue of the Issue Shares, including up to 66,000,000 Issue Shares to be issued for subscription by the Entitled Shareholders pursuant to the Proposed Restricted Offering Proposed Ranhill Acquisition : Collectively, Collectively, the the Proposed Proposed RGSB RGSB Companies Companies Acquisition Acquisition and and Proposed Proposed RUSB RUSB Companies Companies Acquisition Acquisition Proposed Remaining RWT : Proposed acquisition by Ranhill Holdings of the remaining 47.9% (Cayman) Acquisition equity interest in Ranhill Water Technologies (Cayman) Ltd from Ranhill Utilities Sdn Bhd for cash consideration of USD25,419,356, subject to interest at 5% per annum with effect from 16 August 2013 up to the completion of the RWT (Cayman) SSA 1 and the RWT (Cayman) SSA 2, pursuant to the conditional share sale agreement dated 20 June 2014 and supplemental share sale agreement dated 28 November 2014 entered into between Ranhill Holdings and Ranhill Utilities Sdn Bhd ii

4 DEFINITIONS (CONT D) Proposed Restricted Offering : Proposed restricted offering of up to 66,000,000 Issue Shares to the Entitled Shareholders on the basis of one (1) Issue Share for every one (1) Scheme Share held by the Entitled Shareholders Proposed Retail Offering : Proposed offering of 120,820,000 Issue Shares at the Retail Price, subject to the clawback and reallocation provisions, comprising the following: (i) (ii) (iii) the Proposed Restricted Offering; 36,000,000 Issue Shares reserved for subscription by the eligible directors and employees of the Ranhill Holdings Group, eligible directors and employees of Ranhill Energy and Resources Sdn Bhd, Ranhill Group Sdn Bhd and Ranhill Utilities Sdn Bhd and persons who have contributed to the success of the Ranhill Holdings Group; and public offering of 18,820,000 Issue Shares to the Malaysian citizens, companies, co-operatives, societies and institutions incorporated or organised under the laws of Malaysia Proposed RGSB Companies Acquisition : Proposed acquisition by Ranhill Holdings of the RGSB Companies from Ranhill Group Sdn Bhd for a purchase consideration of RM107,000,000 to be satisfied by the issuance of 66,875,000 Consideration Shares pursuant to the conditional share sale agreement dated 20 June 2014 and supplemental share sale agreement dated 28 November 2014 entered into between Ranhill Holdings and Ranhill Group Sdn Bhd Proposed RTO : Proposed Scheme of Arrangement and the Proposed Ranhill Acquisition Proposed RUSB Companies Acquisition Proposed RWorley Call Option : Proposed acquisition by Ranhill Holdings of the RUSB Companies from Ranhill Utilities Sdn Bhd for a purchase consideration of RM693,000,000 to be satisfied by the issuance of 433,125,000 Consideration Shares pursuant to the conditional share sale agreement dated 20 June 2014 and supplemental share sale agreement dated 28 November 2014 entered into between Ranhill Holdings and Ranhill Utilities Sdn Bhd : Proposed call option granted by Ranhill Group Sdn Bhd to Ranhill Holdings (but not the exercise thereof) to purchase Ranhill Group Sdn Bhd s entire equity interest of 51% in Ranhill WorleyParsons Sdn Bhd subject to the terms and conditions of the call option agreement dated 20 June 2014 and the supplemental call option agreement dated 22 April 2015 entered into between Ranhill Holdings and Ranhill Group Sdn Bhd iii

5 DEFINITIONS (CONT D) Proposed Scheme of Arrangement Proposed Transfer of Listing Status : Proposed scheme of arrangement under Section 176 of the Act involving Symphony, the Entitled Shareholders and Ranhill Holdings, for the Share Exchange : The proposed assumption of the listing status of Symphony by Ranhill Holdings and the admission of Ranhill Holdings to the Official List of Bursa Securities with the listing of and quotation for the entire enlarged issued and paid-up share capital of Ranhill Holdings on the Main Market of Bursa Securities Ranhill Holdings : Ranhill Holdings Berhad ( K) Ranhill Holdings Group : Collectively, Ranhill Holdings, Ranhill Capital Sdn Bhd and its proposed subsidiaries and joint ventures Ranhill Holdings Shares : Ordinary shares of RM1.00 each in Ranhill Holdings Record of Depositors : A record of securities holders established and maintained by Bursa Depository Retail Price : Initial price per Issue Share to be determined later via a bookbuilding process and fully paid upon application for the Proposed Retail Offering, subject to adjustment as detailed in the prospectus to be issued by Ranhill Holdings for the Proposed Offering RGSB Companies : Collectively, (i) 6,000,000 ordinary shares of RM1.00 each and 17,400,000 convertible unsecured loan stocks of RM1.00 in nominal value in Ranhill Powertron Sdn Bhd, representing 60.0% equity interest in Ranhill Powertron Sdn Bhd and 60.0% of the convertible unsecured loan stocks in Ranhill Powertron Sdn Bhd; (ii) 8,000,000 ordinary shares of RM1.00 each and 116,000,000 redeemable convertible non-cumulative preference shares of RM0.01 each in Ranhill Powertron II Sdn Bhd, representing 80.0% equity interest in Ranhill Powertron II Sdn Bhd and 80.0% of the redeemable convertible non-cumulative preference shares in issue in Ranhill Powertron II Sdn Bhd; (iii) (iv) (v) 300,000 ordinary shares of RM1.00 each in Ranhill Power O&M Sdn Bhd, representing 60.0% equity interest in Ranhill Power O&M Sdn Bhd; 400,000 ordinary shares of RM1.00 each in Ranhill Power II O&M Sdn Bhd, representing 80.0% equity interest in Ranhill Power II O&M Sdn Bhd; and 500,000 ordinary shares of RM1.00 each in Ranhill Power Services Sdn Bhd, representing 100.0% equity interest in Ranhill Power Services Sdn Bhd RM and sen : Ringgit Malaysia and sen, respectively iv

6 DEFINITIONS (CONT D) RUSB Companies : Collectively, (i) (ii) (iii) 80,000,000 ordinary shares of RM1.00 each in SAJ Holdings Sdn Bhd, representing 80.0% equity interest in SAJ Holdings Sdn Bhd; 750,000 ordinary shares of RM1.00 each in Ranhill Water Services Sdn Bhd, representing 100.0% equity interest of Ranhill Water Services Sdn Bhd; and 17,140,000 ordinary shares of USD1.00 each in Ranhill Water Technologies (Cayman) Ltd, representing 52.1% equity interest of Ranhill Water Technologies (Cayman) Ltd RWT (Cayman) SSA 1 : Conditional share sale agreement dated 12 June 2014 entered into between Ranhill Utilities Sdn Bhd and Robinson Investments Limited in relation to the proposed acquisition by Ranhill Utilities Sdn Bhd of 45.23% equity interest in Ranhill Water Technologies (Cayman) Ltd from Robinson Investments Limited for a cash consideration of USD24,000,000, subject to interest at 5% per annum with effect from 16 August 2013 up to completion of this share sale agreement RWT (Cayman) SSA 2 : Conditional share sale agreement dated 16 June 2014 entered into between Ranhill Utilities Sdn Bhd and the vendors of Ranhill Water Technologies (Cayman) Ltd in relation to the proposed acquisition by Ranhill Utilities Sdn Bhd of 2.67% equity interest in Ranhill Water Technologies (Cayman) Ltd from vendors of Ranhill Water Technologies (Cayman) Ltd for a cash consideration of USD1,419,356, subject to interest at 5% per annum with effect from 16 August 2013 up to completion of this share sale agreement Scheme Agreement : Scheme agreement dated 20 June 2014 and supplemental scheme agreement dated 28 November 2014, entered into between Symphony and Ranhill Holdings in relation to the Proposed Scheme of Arrangement Scheme Shares : Ranhill Holdings Shares of up to 66,000,000 to be issued to the Entitled Shareholders pursuant to the Share Exchange under the Proposed Scheme of Arrangement Share Exchange : Share exchange exchange of of all all the the existing existing Symphony Symphony Shares Shares into into new new Ranhill Ranhill Holdings Holdings Shares Shares at at an an exchange exchange ratio ratio of of one one (1) (1) new new Ranhill Ranhill Holdings Holdings Share Share for for every every ten ten (10) (10) Symphony Symphony Shares Shares held held on on the the Entitlement Entitlement Date Date via via the the Proposed Proposed Scheme of Arrangement Shareholder(s) : Person(s) registered at the relevant time in the Record of Depositors as the holder(s) of Symphony Shares Special Dividend : Special dividend to the Entitled Shareholders of RM0.01 for each Symphony Share held on the Entitlement Date, prior to the implementation of the Share Exchange Symphony or the Company : Symphony House Berhad ( P) Symphony Shares : Ordinary shares of RM0.10 each in Symphony v

7 DEFINITIONS (CONT D) USD : US Dollar All references to you in this Notice means the shareholders of Symphony, unless the context otherwise requires. Words denoting the singular shall, where applicable, include the plural and vice versa, and works denoting the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations and vice versa. Any reference to any enactment in this Notice is a reference to that enactment as for the time being amended or re-enacted. Any reference to time of day in this Notice is a reference to Malaysian time, unless otherwise stated. (The rest of this page has been intentionally left blank) vi

8 TABLE OF CONTENTS SECTION PAGE 1. INTRODUCTION DETAILS OF THE SHARE EXCHANGE AND THE SPECIAL DIVIDEND ENTITLEMENT DATE PROCEDURES FOR THE SHARE EXCHANGE AND DISTRIBUTION OF SPECIAL DIVIDEND SUSPENSION OF TRADING OF SYMPHONY SHARES LISTING AND QUOTATION OF RANHILL HOLDINGS SHARES DIRECTORS RESPONSIBILITY STATEMENT FURTHER INFORMATION ENQUIRIES... 5 (The rest of this page has been intentionally left blank) vii

9 SYMPHONY HOUSE BERHAD (Company No P) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office: Level 8, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, Petaling Jaya, Selangor 25 November 2015 Board of Directors: Tan Sri Mohamed Azman bin Yahya (Executive Chairman) Dato Abdul Hamid bin Sh Mohamed (Executive Director) Datuk Khairil Anuar bin Abdullah (Non-Independent Non-Executive Director) Tony Foo San Kan (Independent Non-Executive Director) Mohd Adzahar bin Abdul Wahid (Independent Non-Executive Director) To our Shareholders Dear Sirs/Madam, (I) SUSPENSION OF TRADING OF SYMPHONY SHARES; AND (II) ENTITLEMENT DATE FOR THE SHARE EXCHANGE AND THE SPECIAL DIVIDEND 1. INTRODUCTION On 15 July 2015, CIMB, on behalf of the Board, announced that the SC had, vide its letter dated 15 July 2015, approved the Proposed RTO, Proposed MBO, Proposed Offering, Proposed Transfer of Listing Status and Proposed Remaining RWT (Cayman) Acquisition. The SC had also, vide the same letter, approved the Proposals under the equity requirement for public companies. On 10 September 2015, CIMB, on behalf of the Board, announced that Bursa Securities had, vide its letter dated 9 September 2015, approved the admission of Ranhill Holdings to the Official List and the listing of and quotation for the entire issued and paid-up share capital of up to RM941,000,002 comprising up to 941,000,002 Ranhill Holdings Shares on the Main Market of Bursa Securities, in place of Symphony, which will be delisted. On 6 November 2015, CIMB, on behalf of the Board, announced that the shareholders of our Company had approved the Proposals (including the Share Exchange and the Special Dividend) at its court convened meeting and extraordinary general meeting which were both held on 6 November

10 On 18 November 2015, CIMB, on behalf of the Board, announced that the High Court of Malaya had on even date, granted an order approving and sanctioning the Proposed Scheme of Arrangement pursuant to Section 176 of the Act for the exchange of all existing Symphony Shares into new Ranhill Holdings Shares at an exchange ratio of one (1) Ranhill Holdings Share for every ten (10) existing Symphony Shares held on the Entitlement Date. An office copy of the order approving the Proposed Scheme of Arrangement will be lodged with the Registrar of Companies in due course. THE PURPOSE OF THIS NOTICE IS TO PROVIDE YOU WITH THE RELEVANT INFORMATION IN RELATION TO THE SUSPENSION OF TRADING OF SYMPHONY SHARES AND THE ENTITLEMENT DATE FOR THE SHARE EXCHANGE AND THE SPECIAL DIVIDEND. YOU ARE NOT REQUIRED TO TAKE ANY ACTION. THIS NOTICE SHOULD BE READ TOGETHER WITH THE EXPLANATORY STATEMENT/CIRCULAR DATED 15 OCTOBER DETAILS OF THE SHARE EXCHANGE AND THE SPECIAL DIVIDEND The Share Exchange involves exchange of the entire issued and paid-up share capital of Symphony of up to RM66,000,000 comprising up to 660,000,000 Symphony Shares for up to 66,000,000 Ranhill Holdings Shares ( Scheme Shares ) on the basis of one (1) Ranhill Holdings Share for every ten (10) existing Symphony Shares held on the Entitlement Date, pursuant to the Proposed Scheme of Arrangement. Fractional entitlements of the Ranhill Holdings Share arising from the Share Exchange shall be disregarded and dealt with by the Board of Directors of Ranhill Holdings in such manner as they deem fit. Accordingly, the Board of Directors of Ranhill Holdings has decided that it will not issue fractions of a Ranhill Holdings Share to the Entitled Shareholders. Each Entitled Shareholder s entitlement to the Ranhill Holdings Share(s) will be rounded down to the nearest Ranhill Holdings Share(s) based on his or her shareholding in the Record of Depositors of our Company as at the Entitlement Date. In conjunction with the Proposed RTO, our Company had also proposed the Special Dividend involving a special dividend of RM0.01 to the Entitled Shareholders for each Symphony Share held on the Entitlement Date, prior to the implementation of the Share Exchange. For illustrative purpose: If you hold 100 Symphony Shares on the Entitlement Date You will receive (without additional payment) 10 Scheme Shares and a special dividend of RM1 The Scheme Shares shall, upon allotment and issuance, rank pari passu in all respects with the existing Ranhill Holdings Shares, except that they shall be entitled to the Proposed Restricted Offering but not entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid to shareholders of Ranhill Holdings, of which the entitlement date is prior to the date of allotment of the Scheme Shares. Upon completion of the Share Exchange, the Entitled Shareholders shall become shareholders of Ranhill Holdings, and Ranhill Holdings will be the holding company of Symphony. Nevertheless, Symphony will be subsequently divested by Ranhill Holdings to Stone Equity Sdn Bhd pursuant to the Proposed MBO. Upon completion of the Proposed RTO, Symphony will be delisted from the Official List and Ranhill Holdings will assume the listing status of Symphony and be admitted to the Official List of the Main Market of Bursa Securities in place of Symphony. 2

11 We also wish to highlight that, as part of the Proposed Offering of Ranhill Holdings, the Entitled Shareholders will also be entitled to subscribe for up to 66,000,000 Issue Shares, under the Proposed Restricted Offering, on the basis of one (1) Issue Share for every one (1) Scheme Share held by the Entitled Shareholders. For illustrative purpose, if you hold 100 Symphony Shares on the Entitlement Date (or ten (10) Scheme Shares following the Share Exchange), you will be entitled to subscribe up to ten (10) Issue Shares under the Proposed Restricted Offering, at the Retail Price. The prospectus of Ranhill Holdings will be issued in respect of the Proposed Offering to provide you with further information on the Proposed Offering (including the Proposed Restricted Offering) and the relevant application forms will be appended together with the prospectus to allow you to subscribe for the Issue Shares under the Proposed Restricted Offering and/or the public balloted portion made available for subscription by the Malaysian public (should you wish to subscribe for additional Issue Shares on top of your reserved entitlement under the Proposed Restricted Offering). For the avoidance of doubt, the Retail Price of the Issue Shares is only payable and in full, upon application and subject to refund of the difference between the Retail Price and the Final Retail Price, in the event that the Final Retail Price is less than the Retail Price. Further details on the Proposals (including the Share Exchange, Special Dividend and the Proposed Restricted Offering) were set out in our Explanatory Statement/Circular dated 15 October ENTITLEMENT DATE Our Entitled Shareholders, whose names appear in the Record of Depositors of our Company at the close of business at 5.00 p.m. on Wednesday, 9 December 2015, would be entitled to the Share Exchange and the Special Dividend (including the Proposed Restricted Offering) in respect of the Symphony Shares transferred into your CDS account(s) on or before 4.00 p.m. on Wednesday, 9 December PROCEDURES FOR THE SHARE EXCHANGE AND DISTRIBUTION OF SPECIAL DIVIDEND Please be advised that those of you whose Symphony Shares are already deposited in your CDS accounts maintained with Bursa Depository on the Entitlement Date shall be entitled to the Share Exchange and the Special Dividend, and are NOT REQUIRED TO TAKE ANY ACTION. All Symphony Shares deposited in your CDS account(s) as at the Entitlement Date will be debited from your CDS account(s) and your new Ranhill Holdings Shares pursuant to the Share Exchange will be credited directly by Bursa Depository into the same CDS account(s). No physical share certificates will be issued in respect of the new Ranhill Holdings Shares. However, a notice of allotment will be despatched to you at your address registered with Bursa Depository or in accordance with the Record of Depositors of our Company by ordinary post at your own risk. The allotment and crediting of the new Ranhill Holdings Shares will be made within eight (8) Market Days from the Entitlement Date. With regard to the distribution of Special Dividend, a dividend warrant, together with a bank cheque attached, will be issued by our Company to the Entitled Shareholders within eight (8) Market Days from the Entitlement Date. For the Entitled Shareholders who have registered for edividend with Bursa Securities, our Company will pay their entitlement of the Special Dividend directly into the bank account instead of making payment via bank cheques within eight (8) Market Days from the Entitlement Date. 3

12 5. SUSPENSION OF TRADING OF SYMPHONY SHARES The trading of Symphony Shares on the Main Market of Bursa Securities will be suspended with effect from 9.00 a.m. on Thursday, 3 December 2015, which is three (3) clear Market Days prior to the Entitlement Date. Accordingly, the last day of trading of the Symphony Shares on the Main Market of Bursa Securities prior to suspension shall be 5.00 p.m. on Wednesday, 2 December The Symphony Shares will no longer be traded on the Main Market of Bursa Securities following its suspension on 3 December 2015, and shall be de-listed from the Official List of the Main Market of Bursa Securities following the completion of the Proposed Scheme of Arrangement, the Proposed Ranhill Acquisition and the Proposed Transfer of Listing Status. 6. LISTING AND QUOTATION OF RANHILL HOLDINGS SHARES The existing two (2) Ranhill Holdings Shares as at the date of this Notice, together with the Scheme Shares and the Consideration Shares to be issued upon the completion of the Proposed Scheme of Arrangement and the Proposed Ranhill Acquisition (collectively, the Existing Ranhill Holdings Shares ) will be admitted and listed on the Official List of the Main Market of Bursa Securities. Notwithstanding that, in order to facilitate the bookbuilding process for the Proposed Offering, the Existing Ranhill Holdings Shares will remain unquoted and non-tradeable until the completion of the Proposed Offering. The trading of the entire enlarged and paid-up Ranhill Holdings Shares (including the Existing Ranhill Holdings Shares and the Issue Shares) will commence upon receipt of confirmation from Bursa Depository that all the Issue Shares to be issued pursuant to the Proposed Offering have been credited into the respective CDS accounts of the successful applicants and the notices of allotment have been despatched to all successful applicants. Commencement of trading of all the Ranhill Holdings Shares is expected to be by end January 2016 following the completion of the Proposed Offering. 7. DIRECTORS RESPONSIBILITY STATEMENT This Notice has been seen and approved by our Board who collectively and individually accept full responsibility for the completeness, truth and accuracy of the information given in this Notice and confirm that after making all reasonable enquiries to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in this Notice false or misleading. 8. FURTHER INFORMATION For further information on the Proposals which includes the Share Exchange and the Special Dividend, you are advised to read and understand the contents of the Explanatory Statement/Circular which sets out the details of the Proposals. 4

13 9. ENQUIRIES If you have any enquiries concerning this Notice, you may contact our share registrar at the contact details set out below: Symphony Share Registrars Sdn Bhd Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/461, Petaling Jaya 1, Selangor Darul Ehsan 1, Malaysia Tel no: Fax no: / 8152 Yours faithfully, for and on behalf of the Board of Directors of SYMPHONY HOUSE BERHAD TONY FOO SAN KAN Independent Non-Executive Director 5