SCHEDULE 2
INFORMATION AND STATEMENTS REQUIRED TO BE INCLUDED IN AN INDEPENDENT ADVICE CIRCULAR

SECURITIES COMMISSION ACT 1993

MALAYSIAN CODE ON TAKE-OVERS
AND MERGERS 1998


SCHEDULE 2
INFORMATION AND STATEMENTS REQUIRED
TO BE INCLUDED IN
AN INDEPENDENT ADVICE CIRCULAR

1. The independent advice circular, whether recommending acceptance or rejection of the take-over offer, must contain comments and advice on the following:
(a) the offeror’s stated intentions regarding the continuation of the business of the offeree;
(b) the offeror’s stated intentions regarding any major changes to be introduced in the business, including any plans to liquidate the offeree, sell its assets or re-deploy the fixed assets of the offeree or make any other major change in the structure of the offeree;
(c) the offeror’s stated long-term commercial justification for the proposed take-over offer;
(d) the offeror’s stated intentions with regard to the continued employment of the employees of the offeree and of its subsidiaries; and
(e) the reasonableness of the take-over offer, including the reasonableness and accuracy of profit forecasts for the offeree, if any, contained in the offer document.

2. The independent advice circular should also, in so far as is reasonable, comment on the following:

(a) the outlook, for the next twelve months, of the industry in which the offeree has its core or major business activities;
(b) the prospects, for the next twelve months, of the offeree in terms of financial performance as well as positioning in the industry (including competitive advantage and threats and opportunities); and
(c) in the case of a securities exchange offer only-
(i) the outlook, for the next twelve months, of the industry in which the offeror has its core or major business activities;
(ii) the prospects for the next twelve months, of the offeror in terms of financial performance as well as positioning in the industry (including competitive advantage, threats and opportunities).

3. The independent advice circular shall also state the following:

(a) whether the offeree holds directly or indirectly, any voting shares or convertible securities in the offeror and if so, the number of and percentage holding of such voting shares and convertible securities so held;
(b) whether the directors of the offeree hold, directly or indirectly any voting shares or convertible securities in the offeror and/or the offeree and if so, the number of and percentage holding of such voting shares and convertible securities so held; and
(c) whether the directors of the offeree intend, in respect of their own beneficial holdings, to accept or reject the take-over offer.

4. If there are no holdings of the nature required to be stated under paragraph 3 then this fact should be so stated.

5. The independent advice circular must also contain a statement from the directors of the offeree stating any other interest held by them in the offeror and in the offeree.

6. If any party whose holdings are required to be disclosed pursuant to the Code has dealt in the voting shares in question during the period commencing six months prior to the beginning of the offer period and ending with the latest practicable date prior to the sending of the offer document, the details, including the number of shares, dates and prices, must be stated. If no such deals have been made this fact should be so stated.

7. The independent advice circular must contain particulars of all service contracts of any director or proposed director with the offeree or any of its subsidiaries (unless expiring or determinable by the employing company without payment of compensation within twelve months from the date of the offer document) and if there are none, this fact shall be so stated. If such service contracts have been entered into or have been amended within six months of the date of the document, the particulars of the contracts or amendments shall be given. If there have been no new service contracts or amendments, this shall be so stated.

8. In the case of partial offers, the independent advice circular shall comment and contain advice on the significance of the percentage level of acceptances offered by the offeror as stated in the offer document.

Schedule 3 – Form 1 (Notice to Dissenting Shareholder)

SCHEDULE 3
Form 1
Subsection 34 (1)

Securities Commission Act 1993
NOTICE TO DISSENTING SHAREHOLDER

To _______________________ (name of shareholder) _______________________ . of _______________________ (address of shareholder) _______________________ In this notice –
_______________________ (name of offeree) _______________________. is referred to as “the offeree”, and _______________________ (name of offeror) _______________________. is referred to as “the offeror”. On the ________ day of ___________, ___________ the offeror made a take-over offer to all holders of * _______________________ .shares in the offeree of # _______________________ . Up to the ________ day of ___________, ___________ (being a date within four months after the making of the take-over offer by the offeror) the take-over offer was accepted by the holders of not less than nine-tenths in nominal value of the * _______________________ shares (other than shares already held at the date of the take-over offer by the offeror, or by a nominee for or for a related corporation of the offeror). The offeror hereby gives you notice, in pursuance of the provisions of section 34 of the Securities Commission Act 1993, that it desires to acquire the * _______________________. shares held by you in the offeree. You are entitled within one month after the receipt of this notice to require the offeror, by demand in writing served on the offeror, to supply you with a statement of the names and addresses of all other dissenting shareholders as shown in the register of members, and the offeror will not be entitled or bound to acquire the
* If the offer is limited to a certain class or to certain classes of shareholders, give a description of that class or those classes.
# State shortly the nature of the offer.
+ State whether a director or the secretary and insert the name of the offeror.

shares of those dissenting shareholders until fourteen days after the posting to you of the statement of those names and addresses. Unless upon an application made to the High Court by you on or before the _____________. day of _____________, _____________ (being one month from the date of this notice), the High Court orders otherwise, the offeror will, in pursuance of those provisions, be entitled and bound to acquire the * _____________ shares held by you in the offeree on the same terms of the abovementioned take-over offer.
Dated this _____________ day of _____________, _____________.


(Signature)
________________________________
+ ___________ of ___________. (name of offeror)