(On the Front) EXHIBIT B FORM OF EXERCISE NOTICE TO BE COMPLETED BY WARRANTHOLDER(S) IN RESPECT OF WARRANTS REGISTERED IN THE NAME OF THE CENTRAL DEPOSITORY (PTE) LIMITED To: Ezion Holdings Limited c/o Tricor Barbinder Share Registration Services (a division of Tricor Singapore Pte Ltd) 80 Robinson Road #11-02, Singapore 068898 EZION HOLDINGS LIMITED (Company Registration Number: 199904364E) (Incorporated in the Republic of Singapore) Up to 1,244,306,043 warrants (the Warrants ) to subscribe for up to 1,244,306,043 new ordinary shares (the New Shares ) in the capital of Ezion Holdings Limited (the Company ) EXERCISE NOTICE EXPIRATION DATE AND TIME: 5.00 p.m. on 16 April 2023, being the date falling 60 months from 17 April 2018, unless such date is a date on which the Register of Members and/or the Warrant Register of the Company is closed or is not a Market Day, in which event, the expiration date shall be the date prior to the closure of the Register of Members or the immediate preceding Market Day, as the case may be. EXERCISE NOTICE TO BE COMPLETED BY WARRANTHOLDER(S) IN RESPECT OF WARRANTS REGISTERED IN THE NAME OF THE DEPOSITORY BANKER S DRAFT OR CASHIER S ORDER MADE IN FAVOUR OF EZION HOLDINGS LIMITED PLEASE READ THE NOTES AND INSTRUCTIONS TO THIS EXERCISE NOTICE CAREFULLY BEFORE COMPLETING THIS EXERCISE NOTICE. PLEASE PRINT IN BLOCK LETTERS, EACH BOX TO CONTAIN ONE LETTER ONLY. LEAVE ONE BOX BETWEEN THE WORDS. DO NOT BREAK UP WORDS. I/We*, the undersigned, being the Depositors in respect of the Warrants of the above issue registered in the name of The Central Depository (Pte) Limited (the Depository ), hereby irrevocably elect to exercise the following number of Warrants in my/our Securities Account as specified in accordance with Condition 4 of the Warrants and to accept the New Shares referred to below subject to the Company s Memorandum and Articles of Association. NAME OF *DIRECT SECURITIES ACCOUNT HOLDER / DEPOSITORY AGENT WITH THE DEPOSITORY ( DEPOSITOR ) *MR/MRS/MISS/MDM/MESSRS ADDRESS OF DEPOSITOR POSTAL CODE *DIRECT SECURITIES ACCOUNT NUMBER / NO. SUB-ACCOUNT NUMBER - - TELEPHONE
NUMBER OF WARRANTS NUMBER OF NEW SHARES NRIC NUMBER / PASSPORT NUMBER EXERCISED SUBSCRIBED ( NEW SHARES ) (FOR INDIVIDUAL(S)) FULL AMOUNT OF EXERCISE PRICE COUNTRY OF INCORPORATION (FOR CORPORATION(S)) AMOUNT OF EXERCISE PRICE PAID IN CASH NUMBER OF NEW SHARES ARISING ON EXERCISE OF WARRANTS NAME OF BANK AND BANKER'S DRAFT/CASHIER'S ORDER NUMBER COMPANY REGISTRATION NUMBER (FOR CORPORATION(S)) I/We*, the undersigned, hereby irrevocably:- (a) (b) (c) (d) (e) (f) (g) (h) (i) confirm that I/we have exercised the rights under the Warrants to subscribe for the number of New Shares specified in this Exercise Notice in accordance with the Conditions of the Warrants and the Terms and Conditions for the Depository to act as depository for the Warrants (the Depository Terms and Conditions ); declare and confirm that I/we* have no less than the number of Warrants specified above in the "Free" Balance of my/our* Securities Account specified above; undertake to pay any deposit fees or other fees (if any) for the time being chargeable by, and payable to, the Depository or any stamp duty or other similar taxes or duties due by reason of the exercise of the Warrants referred to above, or the allotment (if any) of New Shares to the Depository for my/our account; authorise the Warrant Agent to earmark (so as to prohibit dealings in) the Warrants, and the Depository to debit my/our* Securities Account specified above with the number of Warrants exercised; authorise the Company to allot and issue the New Shares arising from the exercise of such Warrants in the name of the Depository and forward the share certificate(s) for such New Shares to the Depository to be credited to the Available balance of my/our Securities Account referred to above; authorise the Depository to credit the New Shares into the "Available" Balance and subsequently to the Free balance of my/our* Securities Account as specified above in accordance with the Depository Terms and Conditions as modified from time to time; (if the Depositor is a Depository Agent) confirm that I/we* have been duly authorised by the holder of the Securities Sub-Account referred to above to execute and complete this Exercise Notice in accordance with the terms and conditions hereof; declare that the information, instructions, authorisations and acknowledgments set out above and elsewhere in this Exercise Notice are true and accurate and understand and acknowledge that the Company will be issuing New Shares in reliance upon such information, instructions, authorisations and acknowledgements and I/we irrevocably authorise the Company, the Warrant Agent and the Depository to act on the said information, instructions, authorisations and acknowledgements without any liability whatsoever; agree that all documents (including without limitation the share certificates of the New Shares and the balancing
Warrant Certificates to be despatched by the Company, the Warrant Agent, the Share Registrar and/or the Depository (as the case may be) in connection with or arising out of the exercise of the Warrants specified herein shall be by ordinary post and at my/our own risk and that the New Shares to be issued upon exercise of the Warrants specified herein shall be issued upon the terms and subject to the provisions of the Instrument and the Constitution of the Company; and (j) agree that delivery of this Exercise Notice will constitute confirmation by the beneficial owner of the Warrants to be exercised and, if different, the person designated to be entered into this register of Shareholders of the Company that the information and the representations in the Exercise Notice are true and accurate on the date of delivery. No Share will be delivered to a holder of a Warrant or a person having a beneficial interest therein unless each such holder and beneficial owner completes this Exercise Notice and executes such documents as the Company may reasonably require to ensure the availability of any exemption from registration under the U.S. Securities Act of 1933 ( Securities Act ), as amended, applicable state laws and the laws of any other jurisdiction: (A) Either: We are not located in the United States; or We are located in the United States and:- (i) We are a qualified institutional buyer as defined in Rule 144A under the Securities Act (each such investor being referred to herein as a QIB ), with full power and authority to make the acknowledgements, representations, warranties and agreements contained herein, and, if we are exercising the Warrants as a fiduciary or agent for one or more investor accounts, each owner of such account is a QIB, we have sole investment discretion with respect to each such account, and we have full power and authority to make the acknowledgements, representations, warranties and agreements contained herein on behalf of each owner of such account. (ii) We are exercising the Warrants and are acquiring the Shares for our own account, or for the account of one or more QIB(s) as to which we have full investment discretion, in each case for investment purposes, and not with a view to any resale, distribution or other disposition (within the meaning of U.S. securities laws) of the Shares. (iii) We are aware and understand (and each account for which we are acting has been advised and understands) that an investment in the Shares involves a considerable degree of risk and that the Shares are a speculative investment, and further, that no U.S. federal or state or other agency has made any finding or determination as to the fairness of any such investment or any recommendation or endorsement of any such investment. (iv) Without limiting the generality of the foregoing, we are aware and understand (and each account for which we are acting has been advised and understands) that (i) the Shares have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States, (ii) any offer and sale of the Shares to us (and to each such account) is being made in a transaction not involving a public offering or in reliance on an exemption from the registration requirements of the Securities Act, and (iii) the Shares are restricted securities within the meaning of Rule 144(a)(3) under the Securities Act; and we agree, on our own behalf and on behalf of any accounts for which we are acting, that we will not offer, resell, pledge or otherwise transfer any Shares
which we may acquire, or any beneficial interests therein, except in a regular brokered transaction on the SGX-ST (as defined below) constituting an offshore transaction, in reliance on Regulation S under the Securities Act ( Regulation S ), where neither we nor any person acting on our behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the United States or a U.S. Person or acting for the account or benefit of a U.S. Person, and in accordance with any applicable U.S. federal and state securities laws. Upon any transfer or resale of the Shares, we (or any other QIB for whose account we are purchasing the Shares) will notify the executing broker for such transfer or resale (and any other agent of ours involved in the transfer or resale of the Shares) of the foregoing restrictions under the Securities Act that are applicable to the Shares being sold and to require that the broker (and any such other agents) abide by such restrictions. We further agree that upon any transfer or resale of the Shares to provide an exit letter to the Company stating that we are selling the Shares in a regular brokered transaction on the SGX-ST meeting the requirements of this paragraph. The terms U.S. Person and offshore transaction have the meanings set forth in Regulation S. (v) We acknowledge and agree that we are not acquiring the Shares as a result of any general solicitation or general advertising (as those terms are defined in Regulation D under the Securities Act) or directed selling efforts (as defined in Regulation S). We understand and agree that although offers and sales of the Shares are being made in the United States to QIBs, such offers and sales are not being made under Rule 144A under the Securities Act. (vi) We agree not to deposit any Shares into any unrestricted depositary facility maintained by any depositary bank unless and until such time as the Shares are no longer restricted securities within the meaning of Rule 144(a)(3) under the Securities Act. (B) (C) (D) I/We confirm that I/we have complied with all applicable fiscal or other laws or regulations applicable in the jurisdiction of the Warrant Agent to whom this Exercise Notice is presented. I/We further acknowledge that the Company and the Warrant Agent and their respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. I/We hereby certify that all taxes and capital, stamp, issue and registration duties (if any) arising on exercise of the Warrants or payable consequent upon the issue, delivery or transfer of Shares or any property or cash upon conversion have been paid or will be paid by me/us, except that the Company will pay all taxes and capital or stamp or issue or registration duties payable in Singapore on the issue of Shares and listing of Shares on the SGX-ST on exercise of the Warrants. Signature(s) of Depositor(s) / Date (For individuals) Company seal, name & signature of official(s) signing / Date (For corporations) * Delete accordingly.
FOR OFFICIAL USE ONLY Date and Time lodged with Warrant Agent Received by : Confirmed by : Date and Time lodged with the Depository Received by : Confirmed by : For and on behalf of The Central Depository (Pte) Limited Date
(On the Reverse) NOTES AND INSTRUCTIONS FOR COMPLETION OF EXERCISE NOTICE IN RESPECT OF WARRANTS REGISTERED IN THE NAME OF THE DEPOSITORY 1. Terms defined in the Deed Poll and the Conditions of the Warrants shall, unless the context otherwise requires, have the same meanings when used in this Exercise Notice. 2. Please complete this Exercise Notice in English and in block letters. 3. In the case of joint holdings, all joint Warrantholders must sign this Exercise Notice. 4. The exercise of the Warrants shall be made in accordance with the Conditions of the Warrants and, in particular, with Condition 4 of the Warrants. Please read the Conditions of the Warrants carefully before you complete this Exercise Notice. Failure to complete this Exercise Notice properly in accordance with the Conditions of the Warrants and in compliance with the notes and instructions herein will result in this Exercise Notice being treated as null and void. 5. The New Shares to be issued upon exercise of the Warrants shall be issued upon and subject to the Conditions of the Warrants and the Memorandum and Articles of Association of the Company. 6. Where this Exercise Notice is accompanied by a remittance in Singapore currency, the remittance in Singapore currency should be made in the form of a banker s draft or cashier s order drawn on a bank operating in Singapore in favour of EZION HOLDINGS LIMITED. Please write the name and Securities Account number of the Warrantholder on the reverse side of the banker s draft or cashier s order, as the case may be. 7. This Exercise Notice is to be completed in accordance with the notes and instructions stated herein and returned to Tricor Barbinder Share Registration Services (a division of Tricor Singapore Pte Ltd) #02-00, Singapore 068898 before 3.00 pm on any Market Day during the Exercise Period (and before 5.00 pm on the Expiration Date). 8. A corporation completing this Exercise Notice is required to affix its common seal in accordance with its memorandum and articles of association, a copy of which must be lodged with the Warrant Agent. 9. In exercising any Warrants, the exercising Warrantholder should ensure that he has complied with all relevant statutory provisions and the requirements of any regulatory or other relevant authority or body for the time being applicable. 10. All documents (including certificates) to be despatched by the Company pursuant to the exercise of Warrants shall be despatched by ordinary post and at the risk of the person(s) entitled thereto.