This Circular Is Important and Requires Your Immediate Attention

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, and make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this Circular.

Shareholders should rely on their own evaluation to assess the merits and risks of the proposal as set out herein.

(Company No. 570777-X) (Incorporated in Malaysia under the Companies Act, 1965)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

PROPOSED ACQUISITION BY EXCEL FORCE MSC BERHAD (“THE COMPANY”) OF A NEW OFFICE PREMISES OCCUPYING THE ENTIRE FLOOR AT LEVEL 13, TOWER A, PLAZA 33 BEARING POSTAL ADDRESS AT NO. 1, JALAN KEMAJUAN, SECTION 13, 46100 PETALING JAYA, SELANGOR ERECTED ON A PIECE OF LEASEHOLD LAND HELD UNDER THE MASTER TITLE H.S.(D) 159654, LOT PT 1, BANDAR PETALING JAYA, DAERAH PETALING, NEGERI SELANGOR FOR A CASH CONSIDERATION OF RM14,500,000.00

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

The above proposal will be tabled at the Extraordinary General Meeting (“EGM”) of the Company to be held at the Company’s Conference Room, 33-3A, Block C, Jaya One, No. 72A, Jalan Universiti, 46200 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 16 October 2013 at 10.30 a.m. or at any adjournment thereof. The Notice of EGM and the Form of Proxy are enclosed herewith.

The Form of Proxy must be completed and deposited at the Company’s Share Registrar Office at Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor not less than forty-eight (48) hours before the time fixed for the EGM or at any adjournment thereof. The lodging of the Proxy Form will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.

Last date and time for lodging the Form of Proxy : Monday, 14 October 2013 at 10.30 a.m. Date and time of the EGM : Wednesday, 16 October 2013 at 10.30 a.m.

This Circular is dated 2 October 2013

DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this Circular:

“Act” : The Companies Act, 1965, as amended from time to time and any re-enactment thereof

“Authority or Authorities” : In relation to any matter or issue, the applicable governmental, semi- governmental, quasi-governmental, statutory or public authority, agency, body, department or organization (and includes a ministry or minister or other public official or statutory person), licensed electricity distributor or other service providers which has the jurisdiction over, or the right, power and authority, to control, administer, determine or otherwise decide on such matter or issue

“Board” or “the Directors” : Board of Directors of EFORCE

“Bursa Securities” : Bursa Malaysia Securities Berhad

“Circular” : This Circular to Shareholders of EFORCE dated 2 October 2013

“EGM” or “the Meeting” : Extraordinary General Meeting

“EPS” : Earnings per share

“EFORCE” or “the : Excel Force MSC Berhad Company” or “the Purchaser”

“EFORCE Group” or “the : EFORCE and its subsidiaries Group”

“Listing Requirements” : The Main Market Listing Requirements of Bursa Securities including any amendment thereto that may be made from time to time

“LPD” : 11 September 2013, being the latest practical date prior to the issuance of this Circular

“Major Shareholder” : A person (which includes a person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon) who has an interest or interests in one or more voting Shares in EFORCE and the nominal amount of that Share, or the aggregate of the nominal amounts of those Shares, is 10% or more of the aggregate of the nominal amounts of all the voting Shares in the Company, or 5% or more of the aggregate of the nominal amounts of all the voting Shares in the Company where such person is the largest shareholder of the Company. "Interest in shares" shall have the meaning given in Section 6A of the Act

“NA” : Net assets

“Property” : A new office premises occupying the entire floor at Level 13 of Tower A at Plaza 33 measuring a provisional floor area of 18,988 square feet inclusive of the water closet, wash area and air-conditioning ledge whilst the main floor area is approximately 18,445 square feet bearing postal address at No. 1, Jalan Kemajuan, Section 13, 46100 Petaling Jaya, Selangor which is erected on a piece of 99-year leasehold land held under the Master Title H.S.(D) 159654, Lot PT 1, Bandar Petaling Jaya, Daerah Petaling, Negeri Selangor

“Proposed Acquisition” : Proposed acquisition by EFORCE of the Property for a cash consideration of RM14,500,000.00 from the Vendor

“Purchase Consideration” or : Cash consideration of RM14,500,000.00 “Purchase Price”

DEFINITIONS (CONT’D)

Except where the context otherwise requires, the following definitions shall apply throughout this Circular:

“RM and Sen” : Ringgit Malaysia and Sen respectively

“SPA” : A Sale and Purchase Agreement of the Property to be entered between the Company and the Vendor

“State Authority” : The Ruler or Governor of the State which has the jurisdiction over, or the right, power and authority, to control, administer, determine or otherwise decide on such matter or issue

“Share(s)” : Ordinary share(s) of RM0.10 each in EFORCE

“Substantial Shareholder” : A person who has an interest in one or more voting shares in the company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is not less than 5% of the aggregate of the nominal amounts of all the voting shares in the company, as defined under Section 69D(1) of the Act

“Valuation Report” : The valuation report dated 1 July 2013 issued by the Valuer, DTZ Nawawi Tie Leung Property Consultants Sdn Bhd, on the Property

“Valuer” : DTZ Nawawi Tie Leung Property Consultants Sdn. Bhd.

“Vendor” : Plaza 33 Sdn. Bhd.

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CONTENTS

Letter from the Board of Directors to the Shareholders of EFORCE containing:-

PAGE 1. INTRODUCTION 1

2. DETAILS OF THE PROPOSED ACQUISITION 3

3. RATIONALE OF THE PROPOSAL 10

4. FINANCIAL EFFECTS OF THE PROPOSAL 11

5. PROPOSALS ANNOUNCED BUT NOT YET COMPLETED 13

6. ESTIMATED TIMEFRAME FOR COMPLETION 13

7. CONDITIONS TO THE PROPOSAL 14

8. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST 14

9. DIRECTORS’ RECOMMENDATION 14

10. EXTRAORDINARY GENERAL MEETING 14

11. FURTHER INFORMATION 14

Appendix

I VALUATION CERTIFICATE 15

II FURTHER INFORMATION 23

NOTICE OF EXTRAORDINARY GENERAL MEETING ENCLOSED

FORM OF PROXY ENCLOSED

iii

(Company No: 570777-X) (Incorporated in Malaysia under the Companies Act, 1965)

Registered Office: Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur.

Date: 2 October 2013

DIRECTORS:

Wang Kuen-Chung @ Jeff Wang, Chairman/Managing Director Sun Chin-Chuan @ Sharon Sun, Executive Director Gan Teck Ban, Executive Director Eng Shao Hon, Executive Director Aaron Sim Kwee Lein, Independent Non-Executive Director Ng Kim Huat, Independent Non-Executive Director Hung, Chung-Che, Independent Non-Executive Director

To: Shareholders of EFORCE

Dear Sir/Madam,

PROPOSED ACQUISITION BY EFORCE OF A NEW OFFICE PREMISES OCCUPYING THE ENTIRE FLOOR AT LEVEL 13, TOWER A, PLAZA 33 BEARING POSTAL ADDRESS AT NO. 1, JALAN KEMAJUAN, SECTION 13, 46100 PETALING JAYA, SELANGOR ERECTED ON A PIECE OF LEASEHOLD LAND HELD UNDER THE MASTER TITLE H.S.(D) 159654, LOT PT 1, BANDAR PETALING JAYA, DAERAH PETALING, NEGERI SELANGOR FOR A CASH CONSIDERATION OF RM14,500,000.00

1. INTRODUCTION

On 7 May 2013, the Board received the letter of offer from the Vendor, wherein the Vendor is offering to sell to EForce the Property at a consideration of RM14.5 million. On the same day, the Board had approved the terms, as stated in the letter of offer in relation to the Proposed Acquisition. Consequently, the Company made the announcement pertaining to the Proposed Acquisition on the even date.

In view that the Proposed Acquisition is subject to shareholders’ approval pursuant to paragraph 10.07 of the Listing Requirements, the Company requested and the Vendor agreed that, the SPA shall be signed within fourteen (14) days from the date of acceptance of the letter of offer or upon Company’s obtaining its shareholders’ approval, whichever is the latter or such extended date as determined by the Vendor. The Vendor has agreed to sell and EForce has agreed to buy the Property, free from all encumbrances.

The Company had on 21 May 2013 accepted the letter of offer for the offer is valid until 21 May 2013. The brief details of the letter of offer are as follows:-

1.1 Property : Plaza 33 Tower A, Level 13

1.2 Purchase Price : RM14,500,000.00 (Ringgit Malaysia : Fourteen Million Five Hundred Thousand Only)

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1.3 Earnest Money : RM290,000.00 (Ringgit : Two Hundred & Ninety Thousand Only) equivalent to 2% of the Purchase Price which shall be made payable to the Vendor upon acceptance of this offer.

This earnest money is refundable in the event this transaction is aborted by the Purchaser not later than 8 June 2013 and upon approval of the Purchaser’s shareholders for the purchase. (The Vendor had vide its letter dated 21 May 2013 extended the aforesaid date to 22 June 2013).

1.4 Payment Terms : First Payment (10% Deposit) Equivalent to total of ten percent (10%) of the Purchase Price i.e. RM1,450,000.00 (Ringgit :One Million Four Hundred & Fifty Thousand Only) and shall be payable upon signing of the SPA less the Earnest Money paid.

Second Payment (Balance 90% Deposit) The sum of RM13,050,000.00 (Ringgit: Thirteen Million & Fifty Thousand Only) being the balance (90%) of the Purchase Price shall be payable within ninety (90) days of date of execution of the SPA.

A further period of 30 days shall be granted from the expiry of the 90 days period mentioned above subject to paying of interest at the rate of 10% p.a. on the unpaid Second Payment.

1.5 Vacant Possession : Upon completion of the SPA and full settlement of the SPA price and related fees and charges.

1.6 Sale & Purchase : This shall be prepared by the Vendor’s solicitor and be signed Agreement within fourteen (14) days from the date of acceptance of this offer, or upon Purchaser’s obtaining its shareholders’ approval, whichever is the later or such extended date as determined by the Vendor, failing which the Vendor shall deem that the Purchaser is no longer interested in purchasing the said Property, whatever money paid shall be refunded and all costs for the preparation of the SPA shall be borne by the Purchaser.

1.7 Other terms : 1) The Property is sold on an “as is where is” basis and Purchaser is deemed to have inspected the Property prior to accepting this offer.

2) Plaza 33 is a MSC compliant building. The Vendor shall apply the full MSC status approval from MSC Cybercentre with MDec after obtaining the Certificate of Completion and Compliance (CCC).

1.8 Validity of this : This offer shall be valid until 21 May 2013. The Vendor reserves Offer the right to sell the Property to another party on a “first come first serve” basis.

This circular serves to provide you with details and information pertaining to the Proposed Acquisition, together with the Board’s recommendation and to seek your approval for the ordinary resolution to be tabled at the forthcoming EGM of the Company to be held at the Company’s Conference Room, 33-3A, Block C, Jaya One, No. 72A, Jalan Universiti, 46200 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 16 October 2013 at 10.30 a.m. The notice of EGM together with the Form of Proxy is enclosed in this Circular.

SHAREHOLDERS OF EFORCE ARE ADVISED TO READ AND CAREFULLY CONSIDER THE CONTENTS OF THIS CIRCULAR BEFORE VOTING ON THE RESOLUTION RELATING TO THE PROPOSED ACQUISITION AT THE FORTHCOMING EGM.

2. DETAILS OF THE PROPOSED ACQUISITION

2.1 Details of the Property

The Property is known as a new office premises occupying the entire floor at Level 13 of Tower A at Plaza 33 measuring a provisional floor area of 18,988 square feet inclusive of the water closet, wash area and air-conditioning ledge (comprising the net useable area of approximately 18,445 square feet and ancillary floor area of approximately 543 square feet) bearing postal address at No. 1, Jalan Kemajuan, Section 13, 46100 Petaling Jaya, Selangor, detailed as follows:-

a) Master Title : H.S.(D) 159654, Lot PT 1, Bandar Petaling Jaya, Daerah Petaling, Negeri Selangor.

b) Land tenure : 99-year leasehold (expiring on 13 January 2070) c) Category of land use : Perusahaan (Industry)

Pursuant to the letter of Pejabat Daerah Dan Tanah Petaling dated 28 September 2012, Kerajaan Negeri Selangor has approved in principle for the conversion of land use to commercial building subject to the receipt of premiums as required for the conversion of land use. As at the LPD, the Vendor has paid the said premiums and now pending for the new title.

d) Registered Proprietor : Plaza 33 Sdn. Bhd.

e) Encumbrances : All rights, interests and titles to the land are presently charged to EON Bank Berhad (“the Chargee”) vide Presentation No. 85771/2010 registered on 17 August 2010.

Plaza 33 comprising two (2) levels of commercial spaces, seven (7) levels of car park podiums and two (2) blocks of fourteen (14) levels office tower which were erected on the aforesaid land.

As at the LPD, the individual strata titles in respect of the Property have not been issued.

The Property is a new office premises. It is newly completed in year 2013 and the Company is not privy to the information on the net book value of the Property. The Certificate of Completion and Compliance (CCC) dated 23 May 2013 bearing reference no. LAM/S/No. 10274 has been issued in respect of the Property by Archimatrix Sdn Bhd, a professional architect qualified to issue the CCC pursuant to the Akta, Undang-Undang Kecil Bangunan Seragam Selangor 1986. Tower A at Plaza 33 was completed on 23 May 2013.

Pursuant to the letter of offer, the Vendor shall apply the full MSC status approval from MSC Cybercentre with Multimedia Development Corporation (MDeC) after obtaining the CCC. As at LPD, the Vendor is compiling the supporting document for the application for Plaza 33 as MSC Malaysia Cybercentre status.

Save as and except for the existing charge on the aforesaid leasehold land created in favour of the Chargee, the Property is free from encumbrances and with vacant possession but subject to the conditions, express or implied, attached to it and the document of title at the price and upon the terms and conditions as stipulated in the SPA.

2.2 The Vendor

Plaza 33 Sdn. Bhd. (Company No.752331-M) is a company incorporated in Malaysia under the Companies Act, 1965 with its registered office at Jaya 33, Courtyard@4, No. 3, Jalan Semangat, Section 13, 46100 Petaling Jaya, Selangor.

As at the LPD, the Vendor has an authorized share capital of RM1,000,000 comprising 1,000,000 ordinary share of RM1.00 each, of which 500,000 ordinary shares have been issued and fully paid-up.

The Vendor is a property investment company. It is the registered owner of the aforesaid leasehold land and has constructed the Property on that land.

Che King Tow and Kan Keong Soon are the existing directors and shareholders of the Vendor.

2.3 Purchase Consideration

The Purchase Consideration which will be settled by cash was arrived at a willing buyer-willing seller basis after conducting comparative studies and research on market price of properties in similar condition in the vicinity as well as Klang Valley.

An independent registered valuer, DTZ Nawawi Tie Leung Property Consultants Sdn. Bhd. was appointed to carry out assessment and valuation on the market value of the Property. In arriving at the market value of the Property, the Valuer has adopted the comparison and investment methods of valuation. With reference to the Valuation Report, the inspection on the Property was conducted on 13 June 2013.

The Comparison Method of Valuation seeks to determine the market value of the Property by comparing and adopting, as a yardstick, recent sales transactions of comparable properties in the locality. In arriving at the market value based on Investment Method of Valuation, capitalization of the net rental income of the subject property is used to arrive at the market value. The net rental income is determined based on prevailing market rentals as well as the asking rental of the similar properties.

The Valuer had confirmed in its Valuation Report that the market value of the Property in its existing condition, free from all encumbrances and with the benefit of vacant possession, is RM14,500,000.00 only. The Valuation Certificate prepared by the Valuer is set out in Appendix I of this Circular. As such, the Purchase Consideration is equivalent to the market value of the Property.

Based on the above, the Board is of the view that the Purchase Consideration is fair and reasonable.

2.4 Salient terms and conditions of the SPA

As at the LPD, the Company has yet to enter into a SPA with the Vendor. The salient terms and conditions of the draft SPA include, amongst others, the following: -

2.4.1 Time and manner of payment of the Purchase Price

i) Earnest Deposit The Company had on 21 May 2013 paid to the Vendor a sum of RM290,000.00 equivalent to 2% of the Purchase Price.

This earnest money is not refundable in the event of a default by the Company.

ii) First Payment Equivalent to a total of 8% of the Purchase Price i.e. (Balance of 10% RM1,160,000.00 and shall be payable upon signing of Deposit) the SPA.

The First Payment is not refundable in the event of a default by the Company.

iii) Second Payment The sum of RM13,050,000.00 being the balance (90%) (Balance 90% of the Purchase Price shall be payable within 90 days of Deposit) date of execution of the SPA.

A further period of 30 days shall be granted from the expiry of the 90 days period mentioned above subject to paying of interest at the rate of 10% p.a. on the unpaid Second Payment.

2.4.2 Conditions precedent

The sale of the Property to the Purchaser is subject to the following conditions precedent: - (i) The Vendor has obtained all necessary approvals of the Authorities for the development and construction on the leasehold land held under the Master Title H.S.(D) 159654, Lot PT 1, Bandar Petaling Jaya, Daerah Petaling, Negeri Selangor and for the building plans and site plan; and (ii) In the event the Certificate of Completion and Compliance is not issued by the expiry of one (1) year from the date of the SPA and unless an extension of time is mutually agreed between the parties, either party may terminate the SPA by a notice in writing to the other whereupon the SPA shall terminate and the Vendor shall within thirty (30) days of such termination refund, free of interest, to the Company the ten per cent (10%) of the Purchase Price paid by the Purchaser on the execution of the SPA.

2.4.3 Default by the Company In the event that the Company fails to pay the Purchase Price or any part thereof payable under the SPA and/or any late interest payable at the agreed rate, the Vendor shall have right to terminate the SPA and forfeit 10% of the Purchase Price as agreed liquidated damages. All legal fees (on a solicitor-client basis) and other expenses, if any, incurred in removing any caveat lodged by the Company and/or the financier for financing the purchase of the said Property shall be borne by the Company. Any residue monies previously paid by the Company shall be refunded by the Vendor to the Company free of interest provided that all caveats lodged by the Company or the financier on the said land or any part thereof have been withdrawn.

This earnest money is refundable in the event the transaction is aborted by EFORCE not later than 8 June 2013. By a letter dated 21 May 2013, the Vendor has agreed to extend the aforesaid date to 22 June 2013.

2.4.4 Default by the Vendor In the event the Vendor fails and/or refuses to complete the sale of the Property to the Company and deliver vacant possession of the Property in accordance with the provision in the SPA, the Company shall be entitled to terminate the SPA, upon which the Vendor shall within thirty (30) days refund all monies paid by the Company towards the Purchase Price and shall pay to the Company a sum equivalent to 10% of the Purchase Price as agreed and reasonable liquidated damages and upon such refund and payment, the SPA shall be considered terminated, null and void and neither parties hereto shall have any claims whatsoever or howsoever arising against the other in respect of the SPA and the Property. The Vendor shall bear the cost for the preparation of the SPA for the purchase of the said Property.

2.4.5 Delivery of vacant possession The Purchaser shall not be entitled to occupy the said Property until the Purchaser shall have duly paid to the Vendor the Purchase Price and all monies payable under the SPA.

Upon full payment of the Purchase Price and all monies payable under the SPA and provided that the Purchaser has complied with all the terms, conditions and covenants in the SPA, the Vendor will by a written notice to the Purchaser request the Purchaser to take delivery of vacant possession of the said Property.

Upon the expiry of fourteen (14) days from the date of such notice, the Purchaser shall be deemed to have taken possession of the said Property, whether or not the Purchaser has actually taken possession or entered into occupation of the said Property and thereafter any loss or damage to the said Property or any part thereof including the fixtures and fittings therein shall be entirely at the risk of and be solely borne by the Purchaser.

2.4.6 Position and area of the Property In the event that the area of the Property as stated in the SPA shall be different from the areas as shown on the strata title to the Property when issued, the Purchase Price shall be adjusted as follows: - (a) where the variance is less than two per centum (2%) of the total estimated built up area of the said Property as stated in the SPA, then the Purchase Price is final and shall not be adjusted nor shall such variance be the subject of any claim for damages and/or compensation by either party; and

(b) where the variance is two per centum (2%) or more of the total estimated built up area as provided in the SPA, the Purchase Price shall be adjusted accordingly for such area at RM8,461.80 per square meter as stated in the SPA.

2.4.7 Strata title and transfer The Vendor shall, at its own cost and expense, take such steps as may be necessary to procure the issuance of the separate strata title to the said Property under the Strata Titles Act. The Vendor shall as soon as is practicable execute the Memorandum of Transfer in respect of the Property in favour of the Purchaser upon the issuance of the separate strata title to the said Property subject always to the satisfaction of the Purchaser having paid the Purchase Price in full to the Vendor.

The Company agrees and confirms acceptance of the tenure, nature and such other conditions and restrictions (express or implied) which may be imposed by the Authorities on the strata title to the Property.

The Company acknowledges and accepts that the tenure of the said land will expire on 13 January 2070 and further acknowledges that the Vendor intends to apply for an extension of tenure (the “Extension of Tenure”) of the said land to ninety-nine (99) years from the date of registration of the document of title. The Company shall, upon approval of the Extension of Tenure, contribute and pay to the Vendor within fourteen (14) days of notification by the Vendor of such portion of the costs and premium in respect of such Extension of Tenure in such amount as the Vendor shall determine. The general acceptable basis is based on total area of the Property bears to the total net sellable area in the building and this basis shall apply to all other buyers of the Property. The Company shall have no claims against the Vendor in the event the Vendor is unable to obtain the Extension of Tenure.

2.5 Source of Funding

The Purchase Price shall be funded by bank borrowings of RM8,000,000.00 (“Financing Facility”) and the remaining via internally generated funds.

Save for the bank borrowings to be procured to partially finance the payment of the Purchase Price in relation to the Proposed Acquisition, the Company will not assume any other liabilities including contingent liabilities and guarantees arising from the Proposed Acquisition.

2.6 Prospects and Risk Factor

i) Outlook of the Malaysian economy

The Malaysian economy is expected to remain on a steady growth path, with an expansion of 5 – 6% in 2013. Economic activity will be anchored by the continued resilience of domestic demand, and supported by a gradual improvement in the external sector. Private investment is expected to remain robust, driven by capacity expansion by the domestic-oriented firms and the continued implementation of projects with long gestation periods. Investments by the external-oriented businesses is also expected to be higher amid the gradual improvement in external demand, while private consumption is projected to grow at a more moderate rate in the second half of the year, although it will continue to be well supported by sustained income growth and positive labour market conditions. Government spending is expected to record a lower growth given the ongoing consolidation of the Government’s fiscal position and as the role of the private sector gains greater significance.

The services and manufacturing sectors are expected to be the key contributors to overall growth, driven by the continued resilience of domestic demand and supported by higher international trade activity. Growth in the construction sector is projected to remain strong, supported by the implementation of major infrastructure projects. In the commodities sector, the growth of agriculture is expected to improve due to the higher output of crude palm oil and food commodities while the mining sector is expected to strengthen following the higher production of natural gas, crude oil and condensates.

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Headline inflation is expected to average 2 – 3% in 2013. This inflation projection takes into account the expected higher global prices of selected food commodities and the adjustments to domestic administered prices. Demand-driven price pressures are expected to be moderate. The wider forecast range reflects the greater uncertainty in the external and domestic environment.

Overall, the growth prospects of the Malaysian economy will continue to be underpinned by the strength of its fundamentals. Of importance, labour market conditions will remain favourable, with the unemployment rate projected to remain low at 3.1% of the labour force in 2013. In addition, the financial system continues to demonstrate resilience against the challenging external environment, with financial intermediation expected to continue to provide strong support to domestic economic activity. The introduction of macroprudential and other policy measures have helped to manage the risks from the increase in household indebtedness. Malaysia’s favourable external position is to remain intact, with international reserves at healthy levels and a low external debt that is within prudent limits.

Given the challenging external environment, there, however, remain risks to the economic outlook. The potential re-emergence of instability in the euro area and slower growth in Malaysia’s major trading partners would affect the Malaysian economy. While pressures from global commodity prices have receded, upside risks from non-fundamental factors, such as adverse weather conditions and geopolitical developments, could push commodity prices higher and adversely affect the growth prospects of economies that are major trading partners of Malaysia. Potential upside to the domestic economy could emerge if the recovery in the advanced economies turns out to be better than expected.

(Source: Annual Report 2012, Bank Negara Malaysia)

Overview and prospect of the property market in Malaysia

The property market activities moderated in 2012. There were 427,520 transactions worth RM142.84 billion registered in 2012 against 430,403 transactions worth RM137.83 billion in 2011. The volume of transactions registered a trivial decrease of 0.7% and value however, increased by 3.6%.

Market activities softened across the board except for residential and development land sub-sectors. Development land sub-sector grew by 6.1% after achieving 14.8% last year. Similarly, residential sub-sector recorded a marginal growth of 1.1% after recording a double digit growth of 18.9% last year. Commercial, agricultural and industrial sub-sectors were less encouraging to register -5.9%, -5.0% and -4.7% changed respectively against growth of 9.7%, 4.6% and 6.5% in last year. By market share, residential sub-sector continued to dominate with 63.8% and trailed by agricultural (18.9%), commercial (9.6%), development land (5.4%) and industrial (2.3%) sub-sectors.

In terms of value, with exception to agricultural sub-sector which declined (-24.1%), all other sub-sectors sustained growth albeit at a smaller pace. After achieving strong double digit growth last year, development land, residential, industrial and commercial sub-sectors registered 16.6%, 9.6%, 4.0% and 0.6% growth respectively. Nine states saw higher value of transaction preceded by Kelantan (32.7%) and trailed by Terengganu (23.1%), Labuan (17.6%), Melaka (17.6%), Selangor (13.8%), Kedah (13.1%), Sabah (12.8%), Pahang (10.5%), and Sarawak (0.5%). Other states registered lower value of transaction between -1.3% and -22.7% against last year.

Moving forward, the overall property market performance for 2013 will be subjected to the local and global economic environment. Nevertheless, the construction activity is expected to be vigorous particularly by the residential sub-sector. Similarly for the shop and industry sub-sectors, higher starts and building plans approvals in 2012 indicate buoyancy in the construction activity. In the retail and office sub-sector, the occupancy performances are expected to remain strong, backed by moderate increase in new supply and coupled with fewer starts and new planned supply. The implementation of ETP projects is expected to continue to be the supporting factor to the positive impact on the property market at large. The development of Klang Valley Mass Rapid Transit as well as the LRT extensions from Kelana Jaya to Putra Heights (Putra Line) and Sri Petaling to Putra Heights (Star Line) is expected to appreciate market value of surrounding properties. Brighter prospects for hotel and industrial sub-sectors are expected in response to incentives and programmes set forth by the government.

(Source: Press Release - Malaysian Property Market 2012, National Property Information Centre (NAPIC), Valuation & Property Services Department, Ministry of Finance Malaysia dated 18 April 2013)

Overview and prospect of the property market in Klang Valley

Overall, the landed residential market continued to perform well in 2012. Hence, the sales rate for new housing developments is expected to be sustained in 2013. The prevailing low interest rate, relatively low unemployment rate, attractive financing packages are the reasons for sustainable growth of the sector.

Meanwhile in the office sector, we will see occupancy rates in older buildings fall as new supply comes on-stream. More new supply is due for completion in 2013. However notably; they comprise largely a new breed of office buildings especially in the city centre. By 2014, there will be approximately 3.8 million square feet new office supply, 3.74 million square feet or 31% of the buildings will be in Central Kuala Lumpur. The office sector will prove to be especially challenging for landlords and owners of older buildings. New buildings will be well taken upon but overall occupancy rate may slide slightly to a healthy 85% in 2013. General current preferences for office locations are centred in Cyberjaya, KL Sentral and KL City Centre. However, office developments at Bangsar South, Petaling Jaya Town Centre and Mutiara Damansara could transform these locations into viable alternative.

The retail sector will see rentals and occupancies grow at a slower pace. Four retail malls were completed in 2012 and added approximately 2.1 million square feet of retail space giving the total cumulative supply to about 45 million square feet by end 2012. Another new retail centres and one refurbishment totaling 1.9 million square feet are expected to be completed by 2013 in Klang Valley. The new completions will exert pressure on the existing retail centres resulting in slower take-up and rental levels are expected to remain the same.

(Source: Klang Valley, Property Market 2013, C H Williams Talhar and Wong)

The office market has undergone significant changes in the last 10 years, with the supply of purpose- built offices rising in tandem with the country’s economic growth. From 141 million square feet (13.1 million square meters) in 2003, the supply of private and government purpose-built offices had grown to 188 million square feet by 1Q2012 nationwide. As the economic centre, Kuala Lumpur had the biggest supply of 74.94 million square feet while Selangor was next with 27.52 million square feet. In both states, private buildings made up about 90% of supply.

As accessibility and connectivity between the city centre and its fringes improve, office space has become increasingly decentralized. Rents in the fringes are slowly catching up with those in the city centre. Occupancy stood at an average 81.6% in the city centre and 80% in the fringes.

It has been noted that building in good locations that are Green Building Index (GBI) and Multimedia Super Corridor (MSC)-compliant are more attractive to high profile tenants and multinational corporations. The MSC is Malaysia’s national ICT initiative designed to attract world-class technology companies and groom the local ICT industry. An MSC-compliant building is designed to house MSC Malaysia-status companies.

Dual-compliant buildings also command higher rents. All these factors, coupled with the volume of incoming supply, have put pressure on the owners of old buildings to upgrade to remain competitive.

The large incoming supply over the next three year is expected to soften the occupancy and rental rates office space, especially in the Klang Valley. According to The Edge-Knight Frank Klang Valley Office Monitor 2Q2012, there will be an estimated 18.9% increase in supply in the next three years in the city centre and its fringes.

However, the government’s efforts to bring in more MNCs and the participation of foreign companies in the Economic Transformation Programme (“ETP”) projects could cushion the blow.

Demand for well-located Grade A offices will continue to rise as tenants become more discerning. This is particularly true for office buildings that are green-certified and MSC-compliant. Facilities at old buildings may be forced to upgrade to compete in the market.

However, competition in the Klang Valley will intensify as connectivity improves with the development of the Sungai Buloh-Kajang MRT line and the extension of the current LRT lines. Office buildings in the city fringes, such as Bangsar South, Bandar Utama/ Mutiara Damansara and Petaling Jaya, stand to benefit while those in the city centre may face stiff competition.

(Source: The Malaysian Property Market: Past, Present and Future, Building Excellence, The Edge Malaysia Property Excellence Awards 2003-2012, The Edge Malaysia)

Prospect of the Property

The Property is strategically located on a parcel of commercial land at the junction of Jalan Kemajuan and Jalan Semangat, bordering Sections 13 and 14 in Petaling Jaya, Selangor. The subject Property is located within Tower A (formerly Tower 4) of Plaza 33, Seksyen 13 Petaling Jaya. Geographically, it is in close proximity to the intersection of Jalan Semangat/ Jalan Kemajuan, within the vicinity of Seksyen 13, Petaling Jaya and approximately 11 kilometers to the south-west of the Kuala Lumpur city centre.

The neighbourhood is generally residential, commercial and industrial in character comprising terraced houses, detached houses, apartments, condominiums, terraced shop-offices, shopping complexes, purpose-built office buildings and purpose-built detached factories. Notable landmarks in the vicinity of the subject Property include Jaya33, Digital Mall, Masjid Tun Abdul Aziz, VSQ@PJCC, Quill 9, Menara AmFirst (previously known as Menara Merais) and Seksyen 13 industrial area.

The Asia Jaya LRT station is located about 700 metres to the south of the Plaza 33. It is also well connected via three (3) main expressways, namely the Federal Highway, the New Klang Valley Expressway (NKVE) and the Lebuhraya Damansara Puchong (LDP), making the Property along these highways more attractive particularly it is conveniently accessible to Kuala Lumpur, Petaling Jaya and Cyberjaya.

The subject Property is an office unit built with MSC-compliant located on the 13th floor of 23-storey commercial building with 7 levels of car parks known as Tower A bearing postal address Level 13, Tower A, Plaza 33, No. 1 Jalan Kemajuan, Section 13, 46100 Petaling Jaya, Selangor Darul Ehsan. It forms part of the Plaza 33 developments which comprises 2-level of commercial spaces, 7-level of car park podiums and 2-block of office towers located from 9th floor onwards.

As at the date of inspection, Plaza 33 has not been awarded MSC status yet the building is built with MSC-compliant. Upon obtaining certification of MSC status, this will allow MSC status companies to operate with freedom of ownership of companies, freedom of sourcing capital globally for MSC infrastructure, freedom of borrowing funds, no duties on the import of multimedia equipment, a world class physical and information, infrastructure will be in place and globally competitive telecommunication tariffs.

Plaza 33 is equipped with a 33kva substation to provide a total supply of 5MW. The floor loading is 7kPa and floor to ceiling height is 4.2 metres. The data centres will be located on Levels 9, 10 and 11 in Tower B.

The Board is of the opinion that the strategic location and the availability of facilities will be able to offer dynamic support services, both in terms of maximizing efficiency in today’s IT support services and minimizing its ongoing support costs. Thus the future prospects of the Proposed Acquisition will remain favourable. ii) Risk factors associated with the Proposed Acquisition

Apart from the risks highlighted below, the Board does not foresee any material risk associated with the Proposed Acquisition, except for the general economic risk, business risk and investment risk commonly associated with the land and building acquisition:-

a) Financing risk

The Purchase Price is to be borne by EFORCE and is expected to be funded through a combination of internally generated funds and bank borrowings. If bank borrowings are secured to fund the Proposed Acquisition, the EFORCE Group may also be exposed to adverse fluctuations in interest rates, as well as the risk of not being able to generate sufficient funds to meet its financial repayment commitments on time. Further, significant increases in interest rates may also adversely affect the financial performance and profitability of the Group.

The financial risk is mitigated as the Group had an unaudited cash and cash equivalent of RM30.4 million as at 30 June 2013. Taking this factor into consideration, the Board is confident that the surplus cash will be able to service the repayments commitment.

b) Acquisition risk

Plaza 33 is a MSC-compliant building. As at LPD, the Vendor will apply for MSC Malaysia Cybercentre status with MDeC. Pending the application for the MSC Malaysia Cybercentre status, there can be no assurance that Tower A of Plaza 33 will be designated as MSC Malaysia Cybercentre status by the MDeC.

In mitigating the acquisition risk, the Board will liaise closely with the Vendor and the MDeC pertaining to the approval status.

c) Non-completion of the Proposed Acquisition

The SPA contains various terms and conditions governing the sale of the Property. In the event that either party breaches such terms and conditions, the other party is entitled to terminate the SPA. As such, the Proposed Acquisition will not be completed and the Company will not be able to meet its objective as set out in section 3 of this Circular.

Furthermore, in the event that the Company fails to secure approval of its shareholders for the Proposed Acquisition at an EGM or fails to pay the balance of the Purchase Price, the Vendor shall have right to terminate the SPA and forfeit the earnest deposit or ten per cent (10%) of the Purchase Price whichever is applicable as agreed liquidated damages.

Pending approval of the shareholders for the Proposed Acquisition, there is no assurance that the Proposed Acquisition could be completed within the time period as permitted under the SPA. In the event that the Company fails to obtain shareholders’ approval at an EGM to be held within the permitted time period, the Vendor is entitled to terminate the SPA unless the parties agree to extend the time period to complete the SPA.

Nevertheless, the Company will ensure that every effort is made to obtain its shareholders’ approval for the Proposed Acquisition. The Company is confident that the Proposed Acquisition is in the ordinary course of business as well as in the best interest of the Company, and the shareholders would approve the Proposed Acquisition.

d) Political and economic risks

Factors that could adversely affect the market value of the Property would include, but are not limited to the political stability, government policies and regulations, economic growth, inflation, and taxation.

There is no assurance that adverse political and economic conditions will not materially affect the market value of the Property where it is certainly beyond the Company’s reasonable control. However, this risk of fluctuation in the property market is mitigated as the Property will be fully occupied by the Company as its new principal place of business.

According to the Valuation Report, uncertainties that arose from politics were a short term damper although much of it is already factored into the market. With the ruling back at the helm of the government, the property market confidence is back to its positive moods.

3. RATIONALE OF THE PROPOSAL

Currently, the EFORCE Group is operating in various locations in the Klang Valley area. The business offices owned by EFORCE are located at Jaya One and Phileo Damansara while its research and development centre is located at the rented offices in Cyberjaya.

The EFORCE Group will fully occupy the Property as its new principal place of business and house all its existing offices and research and development centre at the Property. In addition to the growth in its operations, business expansion and staff strength over the past few years, the EFORCE Group intends to relocate all its operations and subsidiary to a centralized location. Accordingly, the Property will provide sufficient space to accommodate future growth of EFORCE and at the same time, it allows the businesses of EFORCE Group to operate more efficiently. Hence, the Proposed Acquisition is expected to improve the overall operations and logistics within the EFORCE Group.

Furthermore, the Proposed Acquisition will provide long term solution for the EFORCE Group as it will enable the EFORCE Group to centralise its operations under one roof as the Property will be designated as a MSC Malaysia Cybercentre. As such, it further strengthens and promotes the goals of the EFORCE Group as a MSC Malaysia status company.

In light of the Proposed Acquisition, the Board proposes to sell its existing offices owned by EFORCE at Jaya One and Phileo Damansara. The details of the existing offices as set out in the Table 1 below:-

Table 1

Approximate Built- Tenure / Postal Address up Area Date of Expiry of (square feet) Leasehold Land

33-3A, 35-3A, 37-3A, 39-3A, 8,612 Leasehold for 99 Block C, Jaya One, years expiring on No. 72A, Jalan Universiti, 28 May 2105 46200 Petaling Jaya, Selangor Darul Ehsan.

Pusat Damansara Phileo Damansara II, 2,583 Freehold 611, Block B, No. 15, Jalan 16/11, Off Jalan Damansara, 46350 Petaling Jaya, Selangor Darul Ehsan.

The Company has yet to look for buyers for the proposed disposals of the existing offices. The Company will make the necessary announcements upon the finalization of the terms of the disposals, and if so required, to seek for shareholders’ prior approval, in accordance with the Main Market Listing Requirements.

4. FINANCIAL EFFECTS OF THE PROPOSAL

4.1 Share capital and substantial shareholders

The Proposed Acquisition will not have any effect on EFORCE’s issued and paid-up share capital or substantial shareholders’ shareholdings as the Proposed Acquisition does not involve in any issuance of shares in EFORCE.

4.2 NA, NA per Share and Gearing

The proforma effects of the Proposed Acquisition on the NA, NA per share and gearing of EFORCE based on its audited consolidated financial statements for the financial year ended 31 December 2012, assuming the Proposed Acquisition had been effected at the end of the financial year are set out below :-

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Audited as at 31 After Proposed December 2012 Acquisition RM’000 RM’000

Share Capital 20,677 20,677 Reserves 19,725 19,577 (1) Shareholders’ fund / NA 40,402 40,254 Non-Controlling interests (64) (64) Net Assets / Total Equity 40,338 40,190 Number of shares 206,768 206,768 NA per share (RM) 0.20 0.19 Borrowings 987 8,987 (2) Gearing ratio (3) (times) 0.02 0.22

Notes: (1) After deducting estimated incidental expenses of RM148,000.00 (2) Based on assumption that RM8,000,000.00 of the Purchase Price is funded through bank borrowings and the remaining through internally generated funds. (3) The gearing ratio is computed using total borrowings divided by the NA.

Upon completion of the Proposed Acquisition, the NA per Share is expected to decrease from RM0.20 to RM0.19 whilst the gearing of the EFORCE Group will increase from 0.02 times to 0.22 times.

4.3 Earnings and Earnings per Share

In view that the Proposed Acquisition is expected to be completed only in the first quarter of the financial year ending 31 December 2014, the Board is of the opinion that the transaction is not expected to have an immediate material effect on the earnings and earnings per share of the Group for the financial year ending 31 December 2013.

The proforma results set out in Table 2 below is provided for illustrative purpose only to show the effects on EPS of EFORCE group based on the audited consolidated statement of comprehensive income for the financial year ended 31 December 2012, assuming the Proposed Acquisition has been completed in 1 January 2012:-

Table 2

Notes RM Rental savings (a) 11,760 Less : Estimated incidental expenses (b) (148,000) Loss of interest income (c) (240,000) Outgoing expenses (d) (297,000) Depreciation on Property (i.e. Level 13 (e) (249,000) of Tower A at Plaza 33) Amortisation of leasehold land (f) (36,000) Depreciation on renovation work (g) (200,000) Relocation expenses (h) (50,000) Decrease in PBT (1,208,240) Tax savings (i) 83,810 Net decrease in PAT (1,124,430) No of issued and paid up EFORCE shares as at LPD 206,768,100 Effects on earnings per share (sen) (0.54)

Notes: (a) Rental savings is based on the annual rental currently paid by the Group for its office in Cyberjaya. (b) Estimated incidental expenses for the Proposed Acquisition include valuation fees, loan documentation expenses and other professional fees. (c) The financing cost is computed based on interest rate of 4.2% per annum using the effective interest rate method (based on prevailing base lending rate less a spread of 2.4% per annum) over the loan tenure of ten (10) years. This is a Savelink Term Loan whereby the Company deposits RM8.0 million into a Savelink current account with the same financial institution where the term loan is drawndown and the interest of the loan will only be computed on the daily outstanding amount after setting off against the available balance in that Savelink current account. Since EFORCE has sufficient fund to be deposited in the Savelink current account, the financing cost is not expected as there is no outstanding amount. However, there will be a loss of interest income computed based on fixed deposit interest rate of 3% per annum from the deposit of loan drawdown amounting to RM8.0 million. (d) The outgoing expenses which include quit rent, assessment and building management fees are calculated based on RM1.30 per sq ft per month (the rate of RM1.30 per sq.ft. was extracted from the Valuation report). (e) The Property (i.e. Level 13 of Tower A at Plaza 33) is assumed to be recorded at a value of RM12.5 million and is assumed to be depreciated on a straight line basis over 50 years in accordance with the Group's accounting policy. (f) The leasehold land is assumed to be recorded at a value of RM2.0 million and is assumed to be amortised over the unexpired lease term of 57 years. (g) Renovation works to be done on the Property is estimated at RM1.0 million which will be capitalized and assumed to be depreciated on a straight line basis over five (5) year period. It shall be funded by internally generated funds. (h) Relocation expenses is estimated at RM50,000 and is assumed expensed off immediately. It shall be funded by internally generated funds. (i) Tax savings is calculated based on a tax rate of 25% on the rental savings less outgoing expenses and relocation expenses.

Assuming that the Proposed Acquisition is completed on 1 January 2012, the impact of the Proposed Acquisition on the EFORCE Group’s profit attributable to owners of the parent and EPS for the FYE 31 December 2012 is shown as below:-

Table 3

Decrease due Audited as at to Proposed After 31 December Acquisition as Proposed 2012 calculated in Acquisition Table 2 Profit attributable to owners of 5,260,222 1,124,430 4,135,792 the parent (RM) EPS (sen) 2.54 0.54 2.00

5. PROPOSALS ANNOUNCED BUT NOT YET COMPLETED

The Board confirms that there are no other outstanding corporate exercises which have been announced but pending implementation as at the date of this Circular.

6. ESTIMATED TIMEFRAME FOR COMPLETION

Barring any unforeseen circumstances, the Directors of EFORCE expect the Proposed Acquisition to be completed within three (3) months from the date of the SPA.

The tentative timetable for the implementation of the Proposed Acquisition is set out below:-

Date Events 16 October 2013 EGM for the Proposed Acquisition End October 2013 Signing of SPA End January 2014 Completion of the Proposed Acquisition

7. CONDITIONS TO THE PROPOSAL

The Proposed Acquisition is subject to the approvals of the shareholders of EFORCE at an EGM of which notice is hereby enclosed with this Circular and the consent of the State Authority being obtained for the transfer of the Property.

The Proposed Acquisition is not conditional upon any other corporate exercise undertaken or to be undertaken by the Group.

8. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

None of the Directors and/or Major Shareholders of EFORCE and/or persons connected with the Directors and/or Major Shareholders of EFORCE, has any interest, direct or indirect, in the proposed Acquisition.

9. DIRECTORS’ RECOMMENDATION

The Board, having considered all aspects of the Proposed Acquisition including the rationale, fairness of the consideration, financial effects of the Proposed Acquisition, is of the opinion that the proposal is in the best interest of the Company.

Accordingly, the Directors recommend that the shareholders of EFORCE vote in favour of the resolution to be tabled at the forthcoming EGM.

10. EXTRAORDINARY GENERAL MEETING

The EGM of EFORCE, the Notice of the EGM of which is enclosed in this Circular, will be held at the Company’s Conference Room, 33-3A, Block C, Jaya One, No. 72A, Jalan Universiti, 46200 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 16 October 2013 at 10.30 a.m. or at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolution pertaining to the Proposed Acquisition as described therein.

If you are unable to attend and vote in person at the EGM, you are requested to complete and return the enclosed Form of Proxy in accordance with the instructions therein as soon as possible and in any event so as to arrive at the Company’s Share Registrar Office at Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor, not less than 48 hours before the time fixed for the EGM. The completion and returning of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

11. FURTHER INFORMATION

The shareholders of EFORCE are requested to refer to the attached appendices for further information.

Yours faithfully For and on behalf of the Board of EXCEL FORCE MSC BERHAD

WANG KUEN-CHUNG @ JEFF WANG CHAIRMAN/MANAGING DIRECTOR

APPENDIX I

VALUATION CERTIFICATE

APPENDIX I

VALUATION CERTIFICATE

APPENDIX I

VALUATION CERTIFICATE

APPENDIX I

VALUATION CERTIFICATE

APPENDIX I

VALUATION CERTIFICATE

APPENDIX I

VALUATION CERTIFICATE

APPENDIX I

VALUATION CERTIFICATE

APPENDIX I

VALUATION CERTIFICATE

22 APPENDIX II

FURTHER INFORMATION

1. RESPONSIBILITY STATEMENT

This Circular has been seen and approved by the Board of Directors of EFORCE who individually and collectively accept full responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries and to the best of their knowledge and belief, there are no facts, the omission of which would make any information, data or statement herein misleading.

2. CONSENT

DTZ Nawawi Tie Leung Property Consultants Sdn. Bhd. has given and has not subsequently withdrawn its consent to the inclusion of its name and letter on the certificate of valuation for the Property to be acquired under the Proposed Acquisition, and all references thereto, in the form and context in which they appear.

3. CONFLICT OF INTEREST

DTZ Nawawi Tie Leung Property Consultants Sdn. Bhd. is not aware of any conflict of interest which exists or is likely to exist in its capacity as the Valuer of the Proposed Acquisition.

4. MATERIAL LITIGATION, CLAIMS OR ARBITRATION

As at LPD, there is no material litigation, claim or arbitration involving the Property to be acquired.

5. MATERIAL CONTRACTS, CONTINGENT LIABILITIES AND MATERIAL COMMITMENTS

As at LPD, there is no material contract, contingent liability or material commitment incurred or known to be incurred by the Company.

6. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents are available for inspection during normal office hours (except public holidays) at the registered office of the Company at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail 50250 Kuala Lumpur from the date of this Circular up to and including the date of the EGM:-

(i) Memorandum and Articles of Association of EFORCE; (ii) Audited financial statements of EFORCE for the past 2 financial years ended 31 December 2011 and 31 December 2012; (iii) Quarterly Report of EFORCE for the financial periods ended 31 March 2013 and 30 June 2013; (iv) Letter of offer dated 7 May 2013; (v) Draft SPA; (vi) Valuer’s letter and Valuation Report dated 1 July 2013; and (vii) Letter of consent and declaration referred to section 2 and 3 above.

(Company No. 570777-X) (Incorporated in Malaysia)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting (“EGM”) of Excel Force MSC Berhad (“EFORCE” or “the Company”) will be held at the Company’s Conference Room, 33-3A, Block C, Jaya One, No. 72A, Jalan Universiti, 46200 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 16 October 2013 at 10.30 a.m. or any adjournment thereof for the purpose of considering and, if thought fit, to pass the following Ordinary Resolution:-

ORDINARY RESOLUTION

“THAT subject to all relevant approvals being obtained, authority be and is hereby given to EFORCE to acquire from Plaza 33 Sdn. Bhd., a new office premises occupying the entire floor at Level 13, Tower A, Plaza 33 bearing postal address at No. 1, Jalan Kemajuan, Section 13, 46100 Petaling Jaya, Selangor erected on a piece of leasehold land held under the Master Title H.S.(D) 159654, Lot PT 1, Bandar Petaling Jaya, Daerah Petaling, Negeri Selangor for a cash consideration of RM14,500,000.00 and upon such terms and conditions of the sale and purchase agreement to be entered between EFORCE and Plaza 33 Sdn. Bhd.

AND THAT the Directors be and are hereby authorized to take all such steps and to enter into all deeds, agreements, arrangements, undertakings, transfers and indemnities and/or guarantees with any party or parties as the Directors may deem fit, necessary, expedient and/or appropriate in order to implement, finalise and give full effect to the Proposed Acquisition with full power to assent to any condition, revaluation, modification, variation and/or amendment as may be required by any relevant authorities and to do all such acts and things as they may consider necessary or expedient in the interest of the Company.”

By Order of the Board

LIM SECK WAH (MAICSA 0799845) M. CHANDRASEGARAN A/L S. MURUGASU (MAICSA 0781031) Company Secretaries

Dated this 2nd day of October 2013 Kuala Lumpur

Notes: 1. For the purpose of determining a member who shall be entitled to attend, speak and vote at the Extraordinary General Meeting, the Company shall be requesting the Record of Depositors as at 10 October 2013. Only a depositor whose name appears on the Record of Depositors as at 10 October 2013 shall be entitled to attend the said meeting or appoint proxies to attend, speak and vote on his/her stead.

2. A member entitled to attend and vote at the meeting is entitled to appoint up to two (2) proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

3. Where a member appoints two (2) proxies to attend at the same meeting, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy.

4. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

5. Where a member is an exempt authorized nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorized nominee may appoint in respect of each omnibus account it holds.

6. If the appointer is a corporation, this form must be executed under its Common Seal or under the hand of its attorney duly authorised.

7. The Form of Proxy must be deposited at the Company’s Share Registrar Office at Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor not less than forty- eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.

(Company No. 570777-X) (Incorporated in Malaysia)

FORM OF PROXY (Before completing this form please refer to the notes below)

I/WE……………………………………...... NRIC No./Passport No./ Company No. ………………..………………….. (Full name in block letters) CDS. A/C No. ……….………of…………………………………………………………………………………………. (Full address) ...... being a member/members of EXCEL FORCE MSC BERHAD hereby appoint the following person(s) or failing him/her, the Chairman of the Meeting as *my/our proxy/proxies to attend and vote for *me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at the Company’s Conference Room, 33-3A, Block C, Jaya One, No. 72A, Jalan Universiti, 46200 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 16 October 2013 at 10.30 a.m. and at every adjournment thereof to vote as indicated below:-

Name of proxy, NRIC No. & Address No. of shares to be represented by proxy

1. ………………………………………………..……………………………………….. ……………………… 2. …………………………………………………………………………………………. ………………………

In case of a vote taken by a show of hands, the first-named proxy shall vote on *my/our behalf. In the event of a poll being demanded, *my/our proxy/proxies shall vote as indicated below:-

FOR AGAINST

Ordinary Resolution – Proposed Acquisition of Property

(Please indicate with “x” how you wish your vote to be cast. If no instruction as to voting is given, the proxy will vote or abstain from voting at his/her discretion).

As witness my hand this………………..day of……………………2013

………………………… No. of ordinary shares held Signature/Common Seal

* Strike out whichever is not desired.

2. A member entitled to attend and vote at the meeting is entitled to appoint up to two (2) proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

3. Where a member appoints two (2) proxies to attend at the same meeting, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy.

6. If the appointer is a corporation, this form must be executed under its Common Seal or under the hand of its attorney duly authorised.

Fold this ﬂap for sealing

Then fold here

AFFIX STAMP

THE SHARE REGISTRAR EXCEL FORCE MSC BERHAD Symphony Share Registrars Sdn Bhd Level 6, Symphony House Block D13, Pusat Dagangan Dana 1 Jalan PJU 1A/46 47301 Petaling Jaya Malaysia

1st fold here