MUDAJAYA GROUP BERHAD

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Bartholomew Stevens
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1 THIS STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad ( Bursa Securities ) takes no responsibility for the contents of this Statement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from, or due to your reliance upon, the whole or any part of the contents of this Statement. Bursa Securities has not perused the contents of this Statement in relation to the Proposed Renewal of Share Buy- Back Authority (as defined below) before the issue of this Statement. MUDAJAYA GROUP BERHAD (Company No H) (Incorporated in Malaysia under the Companies Act, 1965) Statement to shareholders in relation to the Proposed renewal of the authority for the Company to purchase and/or hold its own shares of an aggregate amount of up to 10% of its issued and paid-up share capital ( Proposed Renewal of Share Buy-Back Authority ) The resolution in respect of the Proposed Renewal of Share Buy-Back Authority will be tabled at the Companyʼs Tenth Annual General Meeting ( AGM ), details of which are set out below. The Notice of AGM and the Form of Proxy are set out in the Companyʼs Annual Report for the financial year ended 31 December 2012 despatched together with this Statement. Date and time of the AGM : Tuesday, 18 June 2013 at a.m., or at any adjournment Venue of AGM : Level 11, Menara, No. 12A, Jalan PJU 7/3, Mutiara Damansara, Petaling Jaya, Selangor Darul Ehsan, Malaysia Last date and time for lodging the Form of Proxy : Sunday, 16 June 2013 at a.m. This Statement is dated 23 May 2013

2 DEFINITIONS The following definitions shall apply throughout this Statement unless the context requires otherwise:- Act : Companies Act, 1965 AGM : Annual general meeting Board : Board of Directors Bursa Securities : Bursa Malaysia Securities Berhad Code : Take-Overs and Mergers Code and any amendments made thereto from time to time EPS LPD : : Earnings per share 30 April 2013, being the latest practicable date before the printing of this Statement Market Day : A day (other than Saturday, Sunday or a public holiday) on which Bursa Securities is open for trading of securities Shares : Ordinary shares of RM0.20 each in our Company NA Proposed Renewal of Share Buy-Back Authority : Net assets : Proposed renewal of the authority for our Company to purchase and/or hold our own shares of an aggregate amount of up to 10% of our prevailing issued and paid-up share capital at any time VWAP : Volume weighted average market price RM and sen : Ringgit Malaysia and sen respectively All references to our Company or in this Statement are to Group Berhad, references to our Group are to our Company and our consolidated subsidiaries. References to we, us, our and ourselves are to our Company and, where the context otherwise requires, our consolidated subsidiaries. All references to you in this Statement 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. Any reference to time of day in this Statement is a reference to Malaysian time, unless otherwise stated. All references to voting shares in this Statement refers to issued and paid-up share capital less treasury shares. [The rest of this page has been intentionally left blank] - i -

3 CONTENTS STATEMENT TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY 1. INTRODUCTION DETAILS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY RATIONALE FOR THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY 3 5. EFFECTS OF THE PROPOSED RENEWAL OF SHARE BUY BACK AUTHORITY IMPLICATIONS OF THE CODE 7 7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED 7 8. DIRECTORSʼ RECOMMENDATION 7 NOTICE OF AGM - ENCLOSED IN OUR ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 FORM OF PROXY - ENCLOSED IN OUR ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012

4 MUDAJAYA GROUP BERHAD ( MUDAJAYA or the Company ) (Company No H) (Incorporated in Malaysia under the Companies Act, 1965) Proposed renewal of the authority for our Company to purchase and/or hold our own shares of an aggregate amount of up to 10% of our prevailing issued and paid-up share capital at any time 1. INTRODUCTION At our Ninth AGM held on 18 June 2012, our Board had obtained your approval for the renewal of the authorisation for us to purchase up to 10% of our issued and paid-up share capital. Such authorisation will expire at the conclusion of our forthcoming AGM unless it is renewed. Accordingly, on 26 April 2013, we announced our intention to seek your approval for the Proposed Renewal of Share Buy-Back Authority at our forthcoming AGM. This Statement provides you with the details of the Proposed Renewal of Share Buy-Back Authority. We will be seeking your approval for the ordinary resolution pertaining to the Proposed Renewal of Share Buy-Back Authority at our forthcoming AGM. The Notice of AGM together with the Form of Proxy are set out in our Annual Report for the financial year ended 31 December You are advised to read and consider carefully the content of this Statement before voting on the ordinary resolution pertaining to the Proposed Renewal of Share Buy-Back Authority to be tabled at our forthcoming AGM. 2. DETAILS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY 2.1 Our Board proposes to seek your approval for the renewal of authority for our Company to purchase and/or hold our own shares of an aggregate amount of up to 10% of our prevailing issued and paid-up share capital at any time within the time period stated in Section 2.2 below. Such purchase is subject to compliance with Section 67A of the Act and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities at the time of the purchase. 2.2 The authority from you if renewed, shall be effective upon the passing of the ordinary resolution for the Proposed Renewal of Share Buy-Back Authority and shall continue in force until:- (i) (ii) (iii) the conclusion of our next AGM unless the authority is renewed either unconditionally or subject to conditions; or the expiration of the period within which our next AGM is required by law to be held; or revoked or varied by ordinary resolution of our shareholders in general meeting, whichever is earlier

5 2.3 For illustrative purposes, based on our issued and paid-up share capital and the number of treasury shares held as at the LPD of 549,822,266 Shares and 7,174,400 Shares respectively, as at the LPD, the maximum number of Shares that can be purchased pursuant to the Proposed Renewal of Share Buy-Back Authority is 47,807,826 Shares. 2.4 As at the LPD, our public shareholding spread was approximately 42.38%. For illustrative purposes, assuming that the purchase by our Company of our own shares is carried out in full based on our issued and paid-up share capital as at the LPD, and the Shares are purchased from public shareholders, our proforma public shareholding spread will be approximately 36.82%. In this regard, our Board will ensure that the purchase by our Company of our own shares pursuant to Proposed Renewal of Share Buy-Back Authority will be carried out only after taking into consideration, amongst others, the 25% public shareholding spread as required under the Main Market Listing Requirements of Bursa Securities, to ensure continuous compliance. 2.5 For the financial year ended 31 December 2012, our Company purchased a total of 2,895,100 of its own shares from the open market. The number of shares purchased and retained as treasury shares as at 31 December 2012 was 5,770,400. There were neither any resale nor any cancellation of treasury shares by our Company in the financial year ended 31 December Further information on the purchase of Shares by our Company is set out in the Schedule of Share Buy-Back on pages 26 and 27 of our Annual Report for the financial year ended 31 December The Proposed Renewal of Share Buy-Back Authority will allow our Board to exercise its power to purchase our own shares at any time during the validity period stated in Section 2.2 above, using internally generated funds and/or external borrowings. The actual number of Shares that may be purchased will depend on the availability of funds, other relevant cost factors, and market conditions and sentiments. The purchase by our Company of our own shares pursuant to the Proposed Renewal of Share Buy-Back Authority, whether it is financed by internally generated funds and/or external borrowings, would effectively reduce the net cash position of our Group. Should we utilise our internally generated funds, our Board will ensure that there is sufficient surplus funds to meet our working capital requirements in the foreseeable future. Alternatively, if external borrowings are used by our Company to finance such purchases, our Board will ensure that there are sufficient funds to repay such borrowings and that such borrowings are not expected to have any material effect on our cashflow. Notwithstanding the above, the maximum amount of funds to be allocated for the purchase by our Company of our own shares under the Proposed Renewal of Share Buy-Back Authority will be subject to the amount of our retained profits and/or share premium account. Based on our latest audited financial statements for the financial year ended 31 December 2012, our retained profits and share premium accounts were RM5.644 million and RM million respectively. 2.7 Under the Main Market Listing Requirements of Bursa Securities:- (i) (ii) we may only purchase our own shares on Bursa Securities at a price which is not more than 15% above the VWAP of Shares for the 5 Market Days immediately prior to the date of the purchase; and we may only resell the treasury shares on Bursa Securities at a price which is:- (a) not less than the VWAP of Shares for the 5 Market Days immediately prior to the date of the resale; or (b) at a discounted price of not more than 5% to the VWAP of Shares for the 5 Market Days immediately prior to the resale provided that:- the resale takes place no earlier than 30 days from the date of purchase; and the resale price is not less than the cost of purchase of the Shares being resold. 2.8 In accordance with Section 67A of the Act, our Board may, at its discretion, deal with the purchased Shares in the following manner:- (i) cancel the Shares so purchased; or - 2 -

6 (ii) (iii) retain the Shares so purchased as treasury shares which may be distributed as share dividends to our shareholders and/or be resold on Bursa Securities in accordance with the relevant rules of Bursa Securities and/or be cancelled subsequently; or combination of items (i) and (ii) above. In the event we cease to hold all or part of the purchased Shares as a result of the above, we may further purchase and/or hold such additional number of Shares provided that the total purchased Shares (including Shares held as treasury shares then) does not exceed 10% of our total issued and paid-up share capital at the time of such purchase. While the purchased Shares are held as treasury shares, the rights attached to them as to voting, dividends and participation in other distributions or otherwise are suspended and the treasury shares shall not be taken into account in calculating the number or percentage of shares or of a class of shares in for any purpose including substantial shareholdings, take-overs, notices, the requisitioning of meetings, the quorum for a meeting and the result of a vote on a resolution at a meeting. 3. RATIONALE FOR THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY The Proposed Renewal of Share Buy-Back Authority, if implemented, is expected to stabilise the supply and demand of Shares traded on Bursa Securities and thereby support its fundamental value. The Shares purchased can be held as treasury shares, and if subsequently sold at higher prices than the purchase prices, a potential capital gain may be realised without affecting our total issued and paid-up share capital. Treasury shares may also be distributed as share dividends or be cancelled subsequently. If the Shares purchased are retained as treasury shares and/or are cancelled, our Groupʼs EPS is expected to be enhanced as a result of a reduction in the number of voting shares in our Company. 4. POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY 4.1 The Proposed Renewal of Share Buy-Back Authority, if implemented, will reduce the amount of financial resources of our Group. This may result in our Group having to forego future investment opportunities, or deprive our Group of interest income that can be derived from the funds utilised for any purchase of Shares. Our Groupʼs working capital will also be affected, as any purchase of Shares will reduce our Groupʼs cashflow depending on the actual number of Shares purchased and their purchase prices. However, such decrease in our financial resources may be temporary since the Shares purchased which are retained as treasury shares may be subsequently resold

7 4.2 The Proposed Renewal of Share Buy-Back Authority, if implemented, is expected to stabilise the supply and demand of Shares traded on Bursa Securities and thereby support its fundamental value. Our Board may also choose to retain the Shares purchased as treasury shares and distribute it as share dividends to our shareholders. In addition, we may have the opportunity to realise potential capital gains if the shares so purchased are resold at prices higher than the purchase prices without affecting our total issued and paid-up shares and such proceeds may be subsequently used for investment opportunities arising in the future or as working capital and/or distributed as dividends to shareholders of our Company. 4.3 The Proposed Renewal of Share Buy-Back Authority is not expected to have any material disadvantage to our Company and our shareholders as it will be implemented only after due consideration of the financial resources of our Group and of the resultant impact on our Company and our shareholders. Our Board will be mindful of the interest of our Company and our shareholders in exercising any decision to purchase any Share. 5. EFFECTS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY 5.1 Share capital The effects of the Proposed Renewal of Share Buy-Back Authority on our issued and paid-up share capital will depend on whether the Shares purchased are cancelled or retained as treasury shares. The Proposed Renewal of Share Buy-Back Authority will result in a reduction of our issued and paid-up share capital if the Shares purchased are cancelled. For illustrative purposes, assuming the purchase by our Company of our own shares pursuant to the Proposed Renewal of Share Buy-Back Authority is carried out in full and all the Shares purchased are cancelled, the effects of such cancellation are as follows: Issued and paid-up share capi tal as at the LPD Treasury shares as at the LPD Shares 549,822,266 7,174,400 Maximum number of Shares that may be purchased pursuant to the Proposed Renewal of Share Buy-Back Authority 47,807,826 Resultant issued and paid -up share capital 494,840,040 However, the purchase by our Company of our own shares pursuant to the Proposed Renewal of Share Buy-Back Authority will not have any effect on our issued and paid-up share capital if all the Shares purchased are retained as treasury shares. 5.2 Substantial shareholdersʼ and Directorsʼ shareholdings Substantial shareholders Assuming the purchase by our Company of our own shares pursuant to the Proposed Renewal of Share Buy-Back Authority is carried out in full, the effects of such purchase on the shareholdings of our substantial shareholders (based on our Register of Substantial Shareholders as at the LPD) are as follows: - 4 -

8 Substantial shareholders Dataran Sentral (M) Sdn Bhd Mulpha Infrastructure Holdings Sdn Bhd Lembaga Tabung Haji As at the LPD After share buy-back Direct Indirect Direct Indirect Shares held % (1) Shares held % (1) Shares held % Shares held % 133,413, ,413, ,287, ,287, ,332, ,332, Winners Spectrum Investment Holdings Sdn Bhd First Positive Sdn Bhd Mulpha International Bhd Nautical Investments Ltd Lee Seng Huang 143, Ng Ying Loong 3,184, Anto a/l SF Joseph Wee Teck Nam 2,166, ,300, ,413, , ,413, (3) 120,287, ,287, (5) 120,287, (6) 133,556, ,184, (6) 133,556, ,166, ,413, ,300, ,413, ,413, (3) 120,287, ,287, (5) 120,287, (6) 133,556, (6) 133,556, ,413, Voting shares 542,647, ,840,040 Notes : (1) Excluding the 7,174,400 treasury shares held by the Company Deemed interest pursuant to Section 6A of the Act by virtue of its shareholdings in Dataran Sentral (M) Sdn Bhd (3) Deemed interest pursuant to Section 6A of the Act by virtue of its shareholdings in Mulpha Infrastructure Holdings Sdn Bhd Deemed interest pursuant to Section 6A of the Act by virtue of its shareholdings in Mulpha International Bhd (5) Deemed interest pursuant to Section 6A of the Act by virtue of his indirect shareholdings in Nautical Investments Ltd (6) Deemed interest pursuant to Section 6A of the Act by virtue of his shareholdings in Winners Spectrum Investment Holdings Sdn Bhd - 5 -

9 5.2.2 Directors Assuming the purchase by our Company of our own shares pursuant to the Proposed Renewal of Share Buy-Back Authority is carried out in full, the effects of such purchase on the shareholdings of our Directors (based on our Register of Directorsʼ Shareholdings as at the LPD) are as follows: Directors Datoʼ Yusli bin Mohamed Yusoff Anto a/l SF Joseph Wee Teck Nam Ng Chee Kin Yong Yee Coi Lee Seng Huang Yee Swee Choon Henry Choo Hon Fai David George Savage Lee Eng Leong (Alternate Director to Lee Seng Huang) As at the LPD After share buy-back Direct Indirect Direct Indirect Shares held % (1) Shares held % (1) Shares held % Shares held % 300, , ,166, ,300, , (3) 133,556, ,166, ,413, ,300, , , (3) 133,556, ,413, , , , , (5) 120,287, , , (5) 120,287, , , , Voting shares 542,647, ,840,040 Notes: (1) Excluding the 7,174,400 treasury shares held by the Company Deemed interest pursuant to Section 6A of the Act by virtue of his shareholdings in Dataran Sentral (M) Sdn Bhd (3) Deemed interest pursuant to Section 6A of the Act by virtue of his shareholdings in Winners Spectrum Investment Holdings Sdn Bhd Deemed interest pursuant to Section 134(12)(c) of the Act by virtue of his spouseʼs shareholdings in the Company (5) Deemed interest pursuant to Section 6A of the Act by virtue of his indirect shareholdings in Nautical Investments Ltd - 6 -

10 5.3 EPS The effects of the purchase by our Company of our own shares pursuant to the Proposed Renewal of Share Buy-Back Authority on our consolidated earnings will depend on the purchase prices paid for the Shares, the number of shares purchased, the effective funding cost to our Group to finance such purchases and/or any loss in interest income to our Group. The reduced number of shares applicable in computing the consolidated EPS subsequent to the Proposed Renewal of Share Buy-Back Authority will enhance our consolidated EPS, given all else being equal. 5.4 NA per share If the Shares purchased are retained as treasury shares, our consolidated NA would decrease by the purchase cost of the treasury shares because the treasury shares are required to be carried at cost and be offset against equity. If the treasury shares are subsequently cancelled or distributed as share dividends, there will be no additional effects on our consolidated NA. The purchase of Shares will reduce our consolidated NA per share if the purchase price of such shares exceeds our consolidated NA per share, and vice versa. If the treasury shares are resold on Bursa Securities, it will increase our consolidated NA per share if we realise a gain from such resale, and vice versa. 5.5 Working capital The purchase by our Company of our own shares pursuant to the Proposed Renewal of Share Buy-Back Authority will reduce the working capital of our Group, the quantum of which would depend on, amongst others, the purchase prices of the Shares and the number of Shares purchased. However, the Shares purchased which are retained as treasury shares and subsequently resold on Bursa Securities will increase our Groupʼs working capital. The quantum of the increase in our Groupʼs working capital will depend on the actual selling price of the treasury shares and the number of treasury shares resold on Bursa Securities. 5.6 Dividends The Proposed Renewal of Share Buy-Back Authority is not expected to have any material impact on the policy of our Board in recommending future dividends. However, our Board may choose to distribute the treasury shares as share dividends to our shareholders. 6. IMPLICATIONS OF THE CODE As at the LPD, none of our substantial shareholders will be obliged to undertake a mandatory take-over offer under the Code as a result of the purchase by our Company of our own shares pursuant to the Proposed Renewal of Share Buy-Back Authority. 7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED Save for the proportionate increase in the percentage of shareholdings and/or voting rights of our shareholders as a consequence of the implementation of the Proposed Renewal of Share Buy- Back Authority, none of our Directors and major shareholders and/or persons connected to them have any interest, direct or indirect, in the Proposed Renewal of Share Buy-Back Authority or resale of treasury shares, if any in the future. 8. DIRECTORSʼ RECOMMENDATION Our Board, after considering all aspects of the Proposed Renewal of Share Buy-Back Authority, is of the opinion that the Proposed Renewal of Share Buy-Back Authority is in the best interest of our Company, and accordingly, recommends that you vote in favour of the ordinary resolution pertaining to the Proposed Renewal of Share Buy-Back Authority to be tabled at our forthcoming AGM

MUDAJAYA GROUP BERHAD (Company No H) (Incorporated in Malaysia under the Companies Act 1965)

MUDAJAYA GROUP BERHAD (Company No H) (Incorporated in Malaysia under the Companies Act 1965) THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant