THIS NOTICE IS FOR THE INFORMATION OF THE WARRANTHOLDERS 2006/2016 OF IRIS CORPORATION BERHAD ( IRIS OR THE COMPANY ) ONLY. NO ACTION IS REQUIRED TO BE TAKEN BY YOU. This Notice has been reviewed and approved by the Adviser of IRIS for the Warrants Issue (as defined herein). Bursa Malaysia Securities Berhad has not perused this Notice prior to its issuance and 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. IRIS CORPORATION BERHAD (Company No.: 302232-X) (Incorporated in Malaysia under the Companies Act, 1965) NOTICE TO WARRANTHOLDERS 2006/2016 IN RELATION TO THE NON-ADJUSTMENT TO THE EXERCISE PRICE OF THE OUTSTANDING WARRANTS 2006/2016 RESULTING FROM THE RENOUNCEABLE RIGHTS ISSUE OF 212,326,987 NEW SIX (6)-YEAR WARRANTS ( NEW WARRANTS ) ON THE BASIS OF THREE (3) NEW WARRANTS FOR EVERY TWENTY (20) EXISTING ORDINARY SHARES OF RM0.15 EACH IN IRIS CORPORATION BERHAD HELD AT 5.00 P.M. ON 29 MARCH 2010 AT AN ISSUE PRICE OF RM0.05 PER NEW WARRANT Adviser This Notice is dated 16 April 2010
DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Notice:- Board Bursa Depository Bursa Securities Current Market Price : Board of Directors of IRIS : Bursa Malaysia Depository Sdn Bhd : Bursa Malaysia Securities Berhad : The average of the last transacted prices for each IRIS Share on Bursa Securities for the five (5) consecutive Market Days before 19 January 2010, being the next preceding date on which the Warrants Issue was announced Deed Poll : The deed poll executed by the Company on 24 April 2006 constituting the Warrants 2006/2016 EGM Entitlement Date Entitled Ordinary Shareholders IRIS or Company Market Day(s) MIMB : Extraordinary general meeting : 29 March 2010 at 5.00 p.m., being the date and time which the Company s Record of Depositors will be closed to determine the entitlement of the Entitled Ordinary Shareholders to the Warrants Issue : Ordinary shareholders of IRIS whose names appear in the Company s Record of Depositors on the Entitlement Date : IRIS Corporation Berhad : Any day between Monday to Friday (inclusive), excluding public holidays and on which Bursa Securities is open for trading of securities : MIMB Investment Bank Berhad Notice : This notice to Warrantholder(s) 2006/2016 dated 16 April 2010 New Warrant(s) : 212,326,987 New Warrants to be issued by IRIS under the Warrants Issue Non-Adjustment : The non-adjustment to the exercise price of the Warrants 2006/2016 in accordance with the provisions of the Deed Poll, pursuant to the Warrants Issue as explained in Section 3.0 herein Record of Depositors RM and sen Share(s) or IRIS Share(s) Warrants Issue Warrantholder(s) 2006/2016 Warrant(s) 2006/2016 : A record of securities holders established by Bursa Depository under the Rules of Bursa Depository : Ringgit Malaysia and sen, respectively : Ordinary share(s) of RM0.15 each in IRIS : Renounceable rights issue of the New Warrants on the basis of three (3) New Warrants for every twenty (20) existing IRIS Shares held on the Entitlement Date at an issue price of RM0.05 per New Warrant : Holder(s) of Warrants 2006/2016 in IRIS : The outstanding warrants issued by IRIS on 27 June 2006 which are due to expire on 26 June 2016 and are exercisable into new IRIS Shares at an exercise price of RM0.15 per IRIS Share i
DEFINITIONS (cont d) Words denoting the singular number only shall include the plural and also vice versa and words denoting the masculine gender only shall include the feminine gender and vice versa. Reference to persons shall include corporations. Any reference in this Notice to any enactment is a reference to that enactment 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 stated. Any reference to words such as we, us, our and ourselves in this Notice shall be a reference to our Company, our Group or any member company of our Group as the context requires, unless otherwise stated. Any reference to you or applicant shall be a reference to Warrantholders 2006/2016. [The rest of this page is intentionally left blank] ii
CONTENTS PAGE NOTICE TO THE WARRANTHOLDERS 2006/2016 OF IRIS CONTAINING:- 1.0 INTRODUCTION 1 2.0 DETAILS OF THE NON-ADJUSTMENT 2 3.0 RATIONALE FOR THE NON-ADJUSTMENT 3 4.0 EFFECTIVE DATE 3 5.0 CONSENTS... 3 6.0 DOCUMENTS FOR INSPECTION..... 4 7.0 DIRECTORS RESPONSIBILITY STATEMENT. 4 [The rest of this page is intentionally left blank] iii
IRIS CORPORATION BERHAD (Company No.: 302232-X) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office: Level 18, The Gardens North Tower Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur Malaysia 16 April 2010 Board of Directors:- YBhg Tan Sri Razali Bin Ismail (Chairman, Non-Independent Non-Executive Director) YAM Tunku Dato Seri Shahabuddin Bin Tunku Besar Burhanuddin (Vice Chairman, Independent Non-Executive Director) Dato Tan Say Jim (Managing Director) Eow Kwan Hoong (Executive Director) Syed Abdullah Bin Syed Abd Kadir (Independent Non-Executive Director) Datuk Kamaruddin Bin Taib (Independent Non-Executive Director) Chan Feoi Chun (Independent Non-Executive Director) Dato Noorazman Bin Abd Aziz (Non-Independent Non-Executive Director) Datuk Domami Bin Hussain (Independent Non-Executive Director) Indran A/L Swaminathan (Independent Non-Executive Director) Rizal Faris Bin Mohideen Abdul Kader (Independent Non-Executive Director) To: The Warrantholders 2006/2016 of IRIS Corporation Berhad Dear Sirs/Madam, NON-ADJUSTMENT TO THE EXERCISE PRICE OF OUTSTANDING WARRANTS 2006/2016 PURSUANT TO THE WARRANTS ISSUE 1.0 INTRODUCTION 1.1 On 19 January 2010, MIMB, on behalf of the Board, announced that the Company is proposing to undertake a renounceable rights issue of up to 223,408,274 New Warrants on the basis of three (3) New Warrants for every twenty (20) existing IRIS Shares held on the Entitlement Date. 1.2 Our shareholders approved the Warrants Issue at an EGM held on 3 March 2010. 1.3 The Bank Negara Malaysia had, vide its letter dated 19 February 2010, taken note of the proposed issuance of up to 223,408,274 New Warrants by IRIS to the non-resident shareholders of IRIS pursuant to the Warrants Issue. 1.4 Bursa Securities had, vide its letter dated 2 March 2010, given its approval for the following:- (i) Admission to the Official List of Bursa Securities and the listing of and quotation for up to 223,408,274 New Warrants to be issued pursuant to the Warrants Issue; and 1
(ii) Listing of and quotation for up to 223,408,274 new ordinary shares of RM0.15 each to be issued pursuant to the exercise of New Warrants. 1.5 MIMB, on behalf of the Board, had on 3 March 2010 announced that the issue price per New Warrant and the exercise price of the New Warrants had been fixed at RM0.05 and RM0.15 respectively. 1.6 On 15 March 2010, MIMB, on behalf of the Board, announced that the Entitlement Date for the Warrants Issue has been fixed at 5.00 p.m. on 29 March 2010. 1.7 On 31 March 2010, the Company despatched the Abridged Prospectus, Notice of Provisional Allotment and Rights Subscription Form to the Entitled Ordinary Shareholders in relation to the Warrants Issue. The purpose of this Notice is to provide you with the relevant information pertaining to the Non- Adjustment. This Notice also sets out brief particulars of the events giving rise to the Non- Adjustment together with the relevant computation. 2.0 DETAILS OF THE NON-ADJUSTMENT As at the Entitlement Date, IRIS has 46,617,589 Warrants 2006/2016 outstanding which are exercisable into 46,617,589 new IRIS Shares at the existing exercise price of RM0.15 per Share. Pursuant to Condition 4(a)(v) of the Second Schedule and Condition 1(C)(iii) of the Third Schedule of the Deed Poll, an adjustment shall be made to the exercise price of Warrants 2006/2016, if and whenever the Company shall, amongst others, make any offer or invitation to the shareholders of IRIS by way of rights whereunder they may acquire or subscribe for securities convertible into or rights to acquire or subscribe for IRIS Shares. For the avoidance of doubt and pursuant to Condition 1(C) of the Third Schedule of the Deed Poll, no adjustment shall be made to the number of outstanding Warrants 2006/2016 if and whenever the Company makes any offer or invitation to the shareholders of IRIS by way of rights whereunder they may acquire or subscribe for securities convertible into or rights to acquire or subscribe for IRIS Shares. 2.1 Adjustment Mechanism In accordance with Condition 1(C)(iii) of the Third Schedule of the Deed Poll, if and whenever the Company shall make any offer or invitation to the shareholders of IRIS by way of rights whereunder they may acquire or subscribe for securities convertible into or rights to acquire or subscribe for IRIS Shares, then and in any such case the exercise price shall be adjusted, calculated or determined in the following manner:- New Exercise Price = = S x [C-D] C RM0.15 x [RM0.172 RM0.00287] RM0.172 = RM0.1475 Where: - S : RM0.15, being the existing exercise price per Warrant 2006/2016. C : RM0.172, being the Current Market Price. 2
D : RM0.00287, being the value of the rights attributable to one IRIS Share, as computed below: D = = C E F + 1 RM0.172 RM0.15 [20/3] + 1 Where: - = RM0.00287 C : C as defined above. E : RM0.15, being the exercise price for New Warrants F : 20/3, being the number of IRIS Shares which are necessary to hold in order to be offered rights to subscribe for one (1) New Warrant. 3.0 RATIONALE FOR THE NON-ADJUSTMENT Condition 1(I)(iii) of the Third Schedule of the Deed Poll states that no adjustment shall be made in any event whereby the exercise price would be reduced to below the par value of IRIS Shares. In addition, Condition 1(I)(ii) states that no adjustment shall be made to the exercise price in any case in which the amount that would be reduced in accordance with the provisions of the Deed Poll is less than one (1) sen. Pursuant thereto, the existing exercise price of RM0.15 per Warrant 2006/2016 shall remain unchanged and will not be adjusted consequential to the Warrants Issue as any adjustment would result in the exercise price of Warrants 2006/2016 being below the par value of IRIS Shares of RM0.15 each and such amount to be reduced being less than one (1) sen. Messrs Crowe Horwath, being the external auditors, has certified the computation of the above Non- Adjustment as per their letter dated 26 March 2010, a copy of which is available for inspection as mentioned in Section 6.0 hereunder. 4.0 EFFECTIVE DATE Pursuant to Condition 1(C)(iii) of the Third Schedule of the Deed Poll, any adjustment to the exercise price shall be effective from the day following the Entitlement Date for the Warrants Issue. However, there shall not be an effective date of the Non-Adjustment in view that there is no such adjustment to the exercise price of the outstanding Warrants 2006/2016. As no adjustment will be made to the existing exercise price of the Warrants 2006/2016 consequent to the Warrants Issue, the exercise price will continue to remain at RM0.15 per Share immediately after the Entitlement Date for the Warrants Issue. 5.0 CONSENTS The written consents of MIMB and Messrs Crowe Horwath for the inclusion in this Notice of their names and all references thereto, in the form and context in which they appear have been given and have not been subsequently withdrawn. 3
6.0 DOCUMENTS FOR INSPECTION Copies of the following documents are available for inspection following the publication of this Notice at our Registered Office at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur from Monday to Friday (except public holidays) during business hours up to and including the earlier of the date on which the last Warrants 2006/2016 is exercised or 26 June 2016, being the expiry date of the Warrants 2006/2016:- (a) (b) (c) (d) the Deed Poll; the certificate dated 26 March 2010 from the Directors of IRIS setting forth particulars of the Warrants Issue giving rise to the Non-Adjustment; the certificate dated 26 March 2010 from Messrs Crowe Horwath certifying the Non- Adjustment referred to in Section 3.0 of this Notice; and the letters of consent as referred to in Section 5 of this Notice. 7.0 DIRECTORS RESPONSIBILITY STATEMENT This Notice has been seen and approved by our Directors 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 false or misleading statements or other material facts the omission of which would make any statement herein misleading. Yours faithfully For and on behalf of the Board IRIS CORPORATION BERHAD YBhg Tan Sri Razali Bin Ismail Chairman, Non-Independent Non-Executive Director 4