Xox Bhd Mercury Securities Sdn

THIS CIRCULAR TO SHAREHOLDERS OF XOX BHD (“XOX” OR THE “COMPANY”) IS IMPORTANT AND REQUIRES YOUR THISIMMEDIATE CIRCULAR ATTENTION. TO SHAREHOLDERS OF XOX BHD (“XOX” OR THE “COMPANY”) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IfTHIS you CIRCULARare in any doubt TO asSHAREHOLDERS to the course of action OF XOX to be BHD taken, (“ XOXyou should” OR THEconsult “COMPANY”) your stockbroker, IS IMPORTANT bank manager, AND solicitor, REQUIRES accountant YOUR or IMMEDIATE ATTENTION. otherIfIMMEDIATE you professionalare in any ATTENTION. doubt advisers as to immediately. the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or BursaIf you areMalaysia in any Securitiesdoubt as to Berhad the course takes of no action responsibility to be taken, for youthe contentsshould consult of this yourCircular, stockbroker, makes no bank representation manager, solicitor, as to its accountantaccuracy or other professional advisers immediately. completenessBursaother professional Malaysia and Securities advisersexpressly Berhadimmediately. disclaims takes any no liabilityresponsibility whatsoever for the for contents any loss of howsoever this Circular, arising makes from no or representation in reliance upon as tothe its wholeaccuracy or any or partcompleteness of the contents and expressly of this Circular. disclaimsBursa any liabilityMalaysia whatsoever Securities for Berhad any loss has howsoever not perused arising the contentsfrom or in of reliance this Circular upon thepertaining whole orto anythe Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or ProposedpartBursa of Malaysia the Constitution contents Securities of Amendmentsthis Berhad Circular. takes(asBursa definedno responsibilityMalaysia herein) Securities and for Proposedthe Berhadcontents By has -ofLaws thisnot AmendmentsCircular,perused makesthe (ascontents nodefined representation of hereinthis Circular) prior as topertaining its issuanceaccuracy to the asor completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any itProposedcompleteness is prescribed Constitution andas an expressly Exempt Amendments disclaimsCircular(as pursuant anydefined liability to herein)Guidance whatsoever and NoteProposed for 22 any of thelossBy- LawsACE howsoever MarketAmendments arisingListing (asRequirementfrom defined or in reliance herein of Bursa) uponprior Malaysia tothe its whole issuance Securities or any as part of the contents of this Circular. Bursa Malaysia Securities Berhad has not perused the contents of this Circular pertaining to the Berhaditpart is prescribedof .the contents as an ofExempt this Circular. Circular Bursapursuant Malaysia to Guidance Securities Note Berhad22 of the has ACE not Market perused Listing the Requirementcontents of this of BursaCircular Malaysia pertaining Securities to the Proposed Constitution Amendments (as defined herein) and Proposed By-Laws Amendments (as defined herein) prior to its issuance as BerhadProposed. Constitution Amendments (as defined herein) and Proposed By-Laws Amendments (as defined herein) prior to its issuance as it is prescribed as an Exempt Circular pursuant to Guidance Note 22 of the ACE Market Listing Requirement of Bursa Malaysia Securities Thisit is prescribed Circular has as been an Exempt reviewed Circular by Mercury pursuant Securities to Guidance Sdn Bhd Note as 22 the of Principal the ACE AdviserMarket Listingto XOX Requirementfor the Propos ofals Bursa (as defined Malaysia hereinafter Securities). Berhad. ThisBerhad Circular. has been reviewed by Mercury Securities Sdn Bhd as the Principal Adviser to XOX for the Proposals (as defined hereinafter).

This Circular has been reviewed by Mercury Securities Sdn Bhd as the Principal Adviser to XOX for the Proposals (as defined hereinafter).

XOX BHD (CompanyXOX No. B 900384HD -X) (Incorporated(Company No. in 900384 Malaysia)-X) (IncorporatedXOX Bin HMalaysia)D (Company No. 900384-X) CIRCULAR TO SHAREHOLDERS(Incorporated in Malaysia) IN RELATION TO THE:- CIRCULAR TO SHAREHOLDERS IN RELATION TO THE:- (I) PROPOSED RENOUNCEABLECIRCULAR TO SRIGHTSHAREHOLDERS ISSUE OF IN UP RELATION TO 2,651,255,354 TO THE:- NEW IRREDEEMABLE (I) PROPOSEDCONVERTIBLE RENOUNCEABLE PREFERENCE SHARESRIGHTS ISSUEIN XOX OF (“ICPS”) UP TOTOGETHER2,651,255,354 WITHNEW UP IRREDEEMABLE TO 662,813,838 CONVERTIBLE PREFERENCE SHARES IN XOX (“ICPS”) TOGETHER WITH UP TO 662,813,838 (I) PROPOSEDFREE DETACHABLE RENOUNCEABLE WARRANTS RIGHTS IN XOXISSUE(“ OFWARRANTS UP TO 2,651,255,354 B”) ON THENEW BASIS IRREDEEMABLE OF 4 ICPS FREE DETACHABLE WARRANTS IN XOX (“WARRANTS B”) ON THE BASIS OF 4 ICPS CONVERTIBLETOGETHER WITH PREFERENCE1 FREE WARRANT SHARES B INFOR XOX EVERY (“ICPS”) 2 EXISTINGTOGETHER ORDINARY WITH UP SHARES TO 662,813,838IN XOX TOGETHER WITH 1 FREE WARRANT B FOR EVERY 2 EXISTING ORDINARY SHARES IN XOX FREEHELD BYDETACHABLE THE ENTITLED WARRANTS SHAREHOLDERS IN XOX (“OFWARRANTS XOX ON ABN”) ENTITLEMENTON THE BASIS DATE OF 4TOICPS BE HELD BY THE ENTITLED SHAREHOLDERS OF XOX ON AN ENTITLEMENT DATE TO BE TOGETHERDETERMINED WITHLATER1 FREE; WARRANT B FOR EVERY 2 EXISTING ORDINARY SHARES IN XOX DETERMINED LATER; HELD BY THE ENTITLED SHAREHOLDERS OF XOX ON AN ENTITLEMENT DATE TO BE (II) DETERMINEDPROPOSED AMENDMENTSLATER; TO THE CONSTITUTION OF THE COMPANY; AND (II) PROPOSED AMENDMENTS TO THE CONSTITUTION OF THE COMPANY; AND (II)(III) PROPOSED AMENDMENTS TO THE CONSTITUTIONBY-LAWS GOVERNING OF THE THECOMPANY EXISTING; AND SHARE ISSUANCE (III) SCHEMEPROPOSED OF AMENDMENTSTHE COMPANY TO THE BY-LAWS GOVERNING THE EXISTING SHARE ISSUANCE SCHEME OF THE COMPANY (III) PROPOSED AMENDMENTS TO THE BY-LAWS GOVERNING THE EXISTING SHARE ISSUANCE SCHEME OF THE COMPANY AND AND NOTICE OF EXTRAORDINARYAND GENERAL MEETING NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE OF EXTRAORDINARYPrincipal Adviser GENERAL MEETING Principal Adviser Principal Adviser

MERCURY SECURITIES SDN BHD MERCURY(Company SECURITIES No. 113193-W) SDN BHD (A Participating Organisation(Company of No.Bursa 113193 Malaysia-W) Securities Berhad) (A ParticipatingMERCURY Organisation SECURITIES of Bursa Malaysia SDN Securities BHD Berhad) (Company No. 113193-W) (A Participating Organisation of Bursa Malaysia Securities Berhad) The Notice of the Extraordinary General(A Participating Meeting (“ OrganisationEGM”) of XOX of together Bursa Malaysia with the FormSecurities of Proxy Berhad) in this Circular. The Notice of the Extraordinary General Meeting (“EGM”) of XOX together with the Form of Proxy in this Circular. You are requested to complete, sign and return the enclosed Form of Proxy and deposit it at the office of the Share Registrar at No. 2-1, The Notice of the Extraordinary General Meeting (“EGM”) of XOX together with the Form of Proxy in this Circular. YouJalanThe Noticeare Sri requested Hartamas of the Extraordinary to8, complete,Sri Hartamas, Generalsign 50480and Meeting return Kuala the (“ Lumpur,EGM enclosed”) of Wilayah XOX Form together ofPersekutuan Proxy withand the deposit(KL), Form Malaysia ofit atProxy the on officein orthis before of Circular. the theShare time Registrar and date at ind No.icated 2-1, Jalanbelow. Sri The Hartamas completion 8, Sri and Hartamas, lodgement 50480 of the Kuala Form Lumpur,of Proxy Wilayahshall not Persekutuanpreclude you (KL), from Malaysiaattending on and or voting before in the person time atand the date EGM ind shouldicated You are requested to complete, sign and return the enclosed Form of Proxy and deposit it at the office of the Share Registrar at No. 2-1, below.youYou subsequentlyare The requested completion wish to complete, andto do lodgement so andsign in and suchof thereturn an Form event, the of enclosed Proxyyour Form sh Formall ofnot Proxyof preclude Proxy shalland you be deposit deemedfrom attending it toat havethe andoffice been voting of revoked. the in Share person Registrar at the EGM at No. should 2-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur, Wilayah Persekutuan (KL), Malaysia on or before the time and date indicated youJalan subsequently Sri Hartamas wish 8, Sri to doHartamas, so and in 50480 such Kualaan event, Lumpur, your FormWilayah of Proxy Persekutuan shall be (KL),deemed Malaysia to have on been or before revoked. the time and date indicated below. The completion and lodgement of the Form of Proxy shall not preclude you from attending and voting in person at the EGM should Lastbelow. date The and completion time for lodging and lodgement the Form of of the Proxy Form for of the Proxy EGM shall: notTuesday, preclude 30 you July from 2019 attending at 9.00 a.m. and voting in person at the EGM should you subsequently wish to do so and in such an event, your Form of Proxy shall be deemed to have been revoked. LastDateyou subsequently dateand timeand timeof the wish for EGM lodging to do so the and Form in such of Proxy an event, for the your EGM Form: ofTuesday,Wednesday Proxy shall 30, July3be1 Julydeemed 2019 2019 at to9.00 at have 9.00 a.m. been a.m. revoked. Date and time of the EGM : Wednesday, 31 July 2019 at 9.00 a.m. Last date and time for lodging the Form of Proxy for the EGM : Tuesday, 30 July 2019 at 9.00 a.m. VenueLast date of theand EGM time for lodging the Form of Proxy for the EGM : InspireTuesday, I & 30 II, JulyFood 2019 Tree at Café 9.00 (undera.m. Only World Group), No. 10, Jalan Date and time of the EGM : Wednesday, 31 July 2019 at 9.00 a.m. VenueDate and of thetime EGM of the EGM : InspirePelukisWednesday I U1/46,& II,, 3Food1 KawasanJuly Tree 2019 Café Perindustrianat 9.00 (under a.m. Only Temasya, World Group), 40150 No.Shah 10, AlamJalan, PelukisSelangor U1/46, Darul EhsanKawasan Perindustrian Temasya, 40150 Shah Alam, Venue of the EGM : Inspire I & II, Food Tree Café (under Only World Group), No. 10, Jalan Venue of the EGM : SelangorInspire I & Darul II, Food Ehsan Tree Café (under Only World Group), No. 10, Jalan Pelukis U1/46, Kawasan Perindustrian Temasya, 40150 Shah Alam, Selangor Darul Ehsan This Circular isSelangor dated 3Darul July Ehsan 2019 This Circular is dated 3 July 2019 This Circular is dated 3 July 2019 DEFINITIONS

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

Act - Companies Act, 2016 of Malaysia, as amended from time to time and any re-enactment thereof

Base Case Scenario - Assuming that none of the existing SIS Options are granted and/or exercised into new XOX Shares prior to the Entitlement Date and all the Entitled Shareholders fully subscribe for their entitlements under the Proposed Rights Issue of ICPS with Warrants

BNM - Bank Negara Malaysia

Board - Board of Directors of XOX

Bursa Depository - Bursa Malaysia Depository Sdn Bhd (165570-W)

Bursa Securities - Bursa Malaysia Securities Berhad (635998-W)

By-Laws - The by-laws governing the SIS

CDS - Central Depository System

Circular - This Circular to Shareholders in relation to the Proposals

CMSA - Capital Markets and Services Act, 2007, as amended from time to time and any re-enactment thereof

Code - Malaysian Code on Take-Overs and Mergers, 2016, as amended from time to time and any re-enactment thereof

Constitution - Constitution of the Company

Deed Poll B - The deed poll constituting the Warrants B and governing the rights of Warrant B holders to be executed by XOX

Directors - The directors of the Company which has the meaning given in Section 2(1) of the CMSA

EGM - Extraordinary general meeting of the Company

Entitled Shareholders - Shareholders whose names appear in the Record of Depositors of the Company as at the close of business on the Entitlement Date

Entitlement Date - A date to be determined by the Board and announced later, on which the names of Shareholders must appear in the Record of Depositors of the Company as at the close of business on that date in order to be entitled to participate in the Proposed Rights Issue of ICPS with Warrants

EPS - Earnings per Share

Foreign-Addressed - Shareholders who have not provided to the Company a registered Shareholders address or an address for service in Malaysia for the service of documents which will be issued in connection with the Proposed Rights Issue of ICPS with Warrants

FPE - Financial period ended

FYE - Financial year(s) ended / ending, as the case may be i

i DEFINITIONS (CONT’D)

GP - Gross profit

ICPS - Irredeemable convertible preference shares in the Company to be issued pursuant to the Proposed Rights Issue of ICPS with Warrants

LAT - Loss after taxation

LBT - Loss before taxation

Listing Requirements - ACE Market Listing Requirements of Bursa Securities, as amended from time to time

LPD - 19 June 2019, being the latest practicable date prior to the printing of this Circular

Market Days - Any day on which Bursa Securities is open for trading in securities

Maximum Scenario - Assuming:-

(i) all the SIS Options are granted and/or exercised into new XOX Shares prior to the Entitlement Date;

(ii) all Entitled Shareholders fully subscribe to their entitlements under the Proposed Rights Issue of ICPS with Warrants;

(iii) the ICPS issued are fully converted into Shares based on the implied conversion price of RM0.05 and the conversion mode of surrendering 1 ICPS (which is issued at an illustrative issue price of RM0.025 each) with additional cash payment of RM0.025 for 1 new Share; and

(iv) the Warrants B issued are fully exercised into Shares based on the illustrative exercise price of RM0.06

Mercury Securities or the - Mercury Securities Sdn Bhd (113193-W) Principal Adviser

Minimum Scenario - Assuming:-

(i) none of the SIS Options are granted and/or exercised into new XOX Shares prior to the Entitlement Date;

(ii) the Proposed Rights Issue of ICPS with Warrants is undertaken on the Minimum Subscription Level;

(iii) the ICPS issued are fully converted into Shares based on the implied conversion price of RM0.05 and the conversion mode of surrendering 2 ICPS for 1 new Share without additional cash payment; and

(iv) the Warrants B issued are fully exercised into Shares based on the illustrative exercise price of RM0.06

Minimum Subscription - Minimum subscription level of 400,000,000 ICPS together with Level 100,000,000 Warrants B based on the illustrative issue price of RM0.025 per ICPS to arrive at RM10.0 million

NA - Net assets

ii DEFINITIONS (CONT’D)

Official List - A list specifying all securities which have been admitted for listing on the ACE Market of Bursa Securities and not removed

PAT - Profit after taxation

PBT - Profit before taxation

Proposals - Collectively, the Proposed Rights Issue of ICPS with Warrants, Proposed Constitution Amendments and Proposed By-Laws Amendments

Proposed By-Laws - Proposed amendments to the By-Laws Amendments

Proposed Constitution - Proposed amendments to the Constitution Amendments

Proposed Rights Issue of - Proposed renounceable rights issue of up to 2,651,255,354 ICPS ICPS with Warrants together with up to 662,813,838 free detachable Warrants B on the basis of 4 ICPS together with 1 free Warrant B for every 2 existing Shares held by the Entitled Shareholders on the Entitlement Date

Protégé Associates or - Protégé Associates Sdn Bhd (675767-H) the IMR

QR - Quick response

Record of Depositors - A record of securities holders provided by Bursa Depository under the Rules of Bursa Depository

RM and sen - Ringgit Malaysia and sen respectively

Rules of Bursa - The Rules of Bursa Depository as issued pursuant to the Securities Depository Industry (Central Depositories) Act, 1991, as amended from time to time

Rules on Take-Overs, - Rules on Take-Overs, Mergers and Compulsory Acquisitions issued Mergers and Compulsory by the SC pursuant to Section 377 of the CMSA, as amended from Acquisitions time to time

SC - Securities Commission Malaysia

Shareholders - Registered holders of XOX Shares

SIS - Share issuance scheme of the Company which took effect on 14 March 2016 for a period of 5 years

SIS Options - Options granted under the SIS pursuant to the By-Laws, where each option holder can subscribe for 1 new Share for every 1 option held

TEAP - Theoretical ex-all price

Undertaking - The written undertaking from the Undertaking Shareholder dated 4 June 2019 pursuant to which the Undertaking Shareholder has irrevocably and unconditionally undertaken, amongst others, to apply and subscribe in full for its entitlement of ICPS and additional ICPS not taken up by other Entitled Shareholders by way of excess applications, to the extent such that the aggregate subscription proceeds of ICPS received by XOX arising from the subscription by all Entitled Shareholders and/or their renouncee(s) amounts to not iii

iii DEFINITIONS (CONT’D)

less than RM10.0 million, details of which are set out in Section 2.4 of this Circular

Undertaking Shareholder - Key Alliance Group Berhad (609953-K), a substantial shareholder of XOX which has provided the Undertaking

VWAP - Volume-weighted average market price

Warrants A - XOX warrants 2016 / 2019 issued by the Company, which has since expired on 8 February 2019. Each Warrant A entitles its holder to subscribe for 1 new Share at the exercise price of RM0.20

Warrants B - Up to 662,813,838 free detachable XOX warrants to be allotted and issued pursuant to the Proposed Rights Issue of ICPS with Warrants

XOX or the Company - XOX Bhd (900384-X)

XOX Group or the Group - Collectively, XOX and its subsidiaries

XOX Shares or Shares - Ordinary shares in the Company

In this Circular, words referring to the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include corporations, unless otherwise specified. All references to “you” in this Circular are to the Shareholders.

Any reference in this Circular 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 Circular shall be a reference to Malaysian time, unless otherwise stated. Any discrepancies in the tables between amounts stated and the totals in this Circular are due to rounding.

Certain statements in this Circular may be forward-looking in nature, which are subject to uncertainties and contingencies. Forward-looking statements may contain estimates and assumptions made by the Board after due enquiry, which are nevertheless subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in such forward-looking statements. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Circular should not be regarded as a representation or warranty that the Company’s plans and objectives will be achieved.

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

iv TABLE OF CONTENTS

LETTER TO THE SHAREHOLDERS IN RELATION TO THE PROPOSALS:-

SECTION PAGE

1. INTRODUCTION 1

2. PROPOSED RIGHTS ISSUE OF ICPS WITH WARRANTS 2

3. UTILISATION OF PROCEEDS 14

4. PROPOSED CONSTITUTION AMENDMENTS 21

5. PROPOSED BY-LAWS AMENDMENTS 21

6. DETAILS OF THE GROUP’S PREVIOUS FUND-RAISING EXERCISES 21

7. RATIONALE FOR THE PROPOSALS 23

8. INDUSTRY OUTLOOK AND PROSPECTS 24

9. EFFECTS OF THE PROPOSALS 30

10. TENTATIVE TIMELINE 36

11. APPROVALS REQUIRED 37

12. INTER-CONDITIONALITY 37

13. CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION 37

14. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS 38 CONNECTED WITH THEM

15. ADDITIONAL INFORMATION 38

16. BOARD’S RECOMMENDATION 42

17. EGM 42

18. FURTHER INFORMATION 42

APPENDICES

APPENDIX I FURTHER INFORMATION 43

APPENDIX II DETAILS OF THE PROPOSED CONSTITUTION AMENDMENTS 46

APPENDIX III DRAFT AMENDED BY-LAWS 53

NOTICE OF EGM ENCLOSED

FORM OF PROXY ENCLOSED

v XOX BHD (Company No. 900384-X) (Incorporated in Malaysia)

Registered office 22-09, Menara 1MK No. 1 Jalan Kiara, Mont Kiara 50480 Kuala Lumpur

3 July 2019

Board of Directors Dato’ Seri Abdul Azim bin Mohd Zabidi (Non-Independent Non-Executive Chairman) Ng Kok Heng (Executive Director / Chief Executive Officer) Tan Sik Eek (Executive Director) Soo Pow Min (Senior Independent Non-Executive Director) Hew Tze Kok (Independent Non-Executive Director) Edwin Chin Vin Foong (Independent Non-Executive Director) Roy Ho Yew Kee (Non-Independent Non-Executive Director)

To: The Shareholders

Dear Sir / Madam,

(I) PROPOSED RIGHTS ISSUE OF ICPS WITH WARRANTS (II) PROPOSED CONSTITUTION AMENDMENTS (III) PROPOSED BY-LAWS AMENDMENTS

(COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

1. INTRODUCTION

On 10 June 2019, Mercury Securities had, on behalf of the Board, announced that the Company proposes to undertake the Proposals.

On 24 June 2019, Mercury Securities had, on behalf of the Board, announced that Bursa Securities had, vide its letter date 24 June 2019, approved the following:-

(i) admission to the Official List and the initial listing and quotation of the ICPS and Warrants B;

(ii) listing and quotation of the new Shares to be issued pursuant to the conversion of the ICPS; and

(iii) listing and quotation of the new Shares to be issued pursuant to the exercise of the Warrants B.

The approval of Bursa Securities is subject to the conditions as set out in Section 11 of this Circular.

The purpose of this Circular is to provide you with relevant information on the Proposals and to set out the views and recommendation of the Board as well as to seek your approval for the resolutions pertaining to the Proposals which will be tabled at the forthcoming EGM. The Notice of EGM and the Form of Proxy are enclosed in this Circular.

1 YOU ARE ADVISED TO READ AND CAREFULLY CONSIDER THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDICES BEFORE VOTING ON THE RESOLUTIONS TO GIVE EFFECT TO THE PROPOSALS TO BE TABLED AT THE FORTHCOMING EGM.

2. PROPOSED RIGHTS ISSUE OF ICPS WITH WARRANTS

2.1 Details of the Proposed Rights Issue of ICPS with Warrants

The Proposed Rights Issue of ICPS with Warrants involves the issuance of up to 2,651,255,354 ICPS together with up to 662,813,838 free Warrants B to be implemented on a renounceable basis of 4 ICPS together with 1 free Warrant B for every 2 existing Shares held by the Entitled Shareholders on the Entitlement Date at an issue price to be determined and announced by the Board at a later date.

The actual number of ICPS and Warrants B to be issued will depend on the total number of issued Shares held by the Entitled Shareholders on the Entitlement Date after taking into consideration any new Shares that may be issued pursuant to the granting and/or exercise of any SIS Options as well as the eventual subscription level of the Proposed Rights Issue of ICPS with Warrants.

As at the LPD, the Company has:-

(i) 1,092,396,675 issued Shares; and

(ii) 51,640,400 granted SIS Options which have not been exercised; and

(iii) up to 181,590,602 SIS Options which may be granted pursuant to the maximum allowable amount under the SIS.

Based on the enlarged issued share capital of 1,325,627,677 Shares assuming full granting and/or exercise of the SIS Options into new Shares prior to the Entitlement Date and all Entitled Shareholders fully subscribe to their entitlements of the ICPS with Warrants B, the Proposed Rights Issue of ICPS with Warrants would entail the issuance of up to 2,651,255,354 ICPS together with 662,813,838 Warrants B.

The ICPS and Warrants B will be provisionally allotted and issued to the Entitled Shareholders. The Entitlement Date shall be determined by the Board after obtaining all approvals for the Proposed Rights Issue of ICPS with Warrants and the Proposed Constitutions Amendments.

The Warrants B are attached to the ICPS without any cost and will be issued only to the Entitled Shareholders and/or their renouncee(s) who subscribe for their requisite number of ICPS. Each Warrant B will entitle its holder to subscribe for 1 new Share at an exercise price to be determined by the Board at a later date. The Warrants B will be immediately detached from the ICPS upon issuance and traded separately. The Warrants B will be issued in registered form and constituted by the Deed Poll B.

The entitlements for the ICPS together with the Warrants B are renounceable in full or in part. Accordingly, the Entitled Shareholders may fully or partially renounce their entitlements under the Proposed Rights Issue of ICPS with Warrants.

However, the ICPS and Warrants B cannot be renounced separately and only the Entitled Shareholders who subscribe for the ICPS will be entitled to the Warrants B. As such, the Entitled Shareholders who renounce all of their ICPS entitlement shall be deemed to have also renounced the accompanying entitlement to the Warrants B to be issued together with the ICPS. If the Entitled Shareholders accept only part of their ICPS entitlement, they shall be entitled to the Warrants B in proportion to their acceptance of their ICPS entitlement.

2 2 Any ICPS which are not validly taken up shall be offered to other Entitled Shareholders and/or their renouncee(s) under excess ICPS applications. It is the intention of the Board to reduce the incidence of odd lots and to allocate excess ICPS in a fair and equitable manner and on a basis to be determined by the Board later.

Successful applicants to the ICPS will be given the Warrants B on the basis of 1 Warrant B for every 4 ICPS successfully subscribed for. The number of Warrants B that may be issued to an Entitled Shareholder can be less than a board lot of 100 units. Fractional entitlements of ICPS and/or Warrants B arising from the Proposed Rights Issue of ICPS with Warrants, if any, shall be disregarded and/or dealt with by the Board in such manner and on such terms and conditions as the Board in its absolute discretion may deem fit or expedient and in the best interest of the Company.

2.2 Indicative salient terms of the ICPS

Issuer : XOX

Issue size : Up to 2,651,255,354 ICPS

Issue price : The issue price per ICPS shall be determined by the Board at a later date after obtaining the relevant approvals but no later than the announcement of the Entitlement Date.

Form and : The ICPS will be constituted by the Constitution and will be issued denomination in registered form.

Dividend : The Company has full discretion over the declaration of dividends, if any. Dividends declared and payable annually in arrears are non- cumulative and shall be paid in priority over the XOX Shares.

Board lot : For the purpose of trading on Bursa Securities, a board lot of the ICPS shall be 100 units of the ICPS, or such other number of units as may be prescribed by Bursa Securities.

Tenure : 10 years commencing from and inclusive of the issue date of the ICPS.

Maturity Date : The Market Day immediately preceding the date which is the 10th anniversary from the date of issue of the ICPS.

Conversion : The ICPS may be converted into new Shares on any Market Day Period commencing on and including the issue date of the ICPS up to and including the Maturity Date. Any remaining ICPS that are not converted by the Maturity Date shall be mandatorily converted into new Shares at the conversion ratio of 2 ICPS for every 1 new Share.

Redemption : Not redeemable for cash.

Conversion : The Conversion Price of the ICPS shall be based on the issue price Price of the ICPS multiplied by the conversion ratio of 2 ICPS for every 1 new Share. The issue price of the ICPS shall be determined by the Board at a later date after obtaining the relevant approvals but before the announcement of the Entitlement Date.

3 3 Conversion : The ICPS may be converted into new Shares at the Conversion Mode Price in the following manner:-

(i) by surrendering for cancellation such number of ICPS and paying an amount equivalent to the difference between the aggregate issue price and the Conversion Price of such number of ICPS surrendered, if any, in cash; or

(ii) by surrendering for cancellation the requisite number of ICPS with an aggregate issue price equivalent to the Conversion Price of the ICPS surrendered, subject to a minimum of 2 ICPS surrendered for every 1 new Share.

Conversion (i) The conversion of the ICPS into new Shares shall be Mechanism exercised by the ICPS holders by delivering a duly completed and signed conversion notice (“Conversion Notice”) and the payment by way of banker’s draft or cashier’s order drawn on a bank operating in Malaysia or money order or postal order issued by a post office in Malaysia for the Conversion Price, if any, to the office of the share registrar of the Company during its business hours on any Market Day during the Conversion Period. The Conversion Notice is irrevocable upon receipt by the Company. A holder of the ICPS who has issued a Conversion Notice (“Converting ICPS Holder”) shall further furnish to the Company such supporting documents or information as may be prescribed by the Company or as may be required under any applicable laws or regulations from time to time. The conversion shall be carried out in accordance with such procedures as may be prescribed by any applicable laws and regulations.

(ii) All the ICPS that remain outstanding on the Market Day immediately after the Maturity Date will be automatically converted into new Shares.

(iii) Subject to all applicable laws, rules and regulations, within 8 Market Days from the date of receipt by the Company of a Conversion Notice or such other period as may be prescribed or allowed by Bursa Securities or under any applicable laws and regulations, the Company shall:-

(a) issue and/or allot to the relevant Converting ICPS Holders, such number of Shares to which such holders are entitled to receive by virtue of the exercise of the Conversion Rights (as defined below), credited as fully paid-up (“Conversion Shares”), and shall cause the securities account of the said holders to be credited with such number of Conversion Shares; and

(b) dispatch a notice of allotment to the relevant Converting ICPS Holders in respect of the Conversion Shares.

(iv) Once converted, the ICPS shall not be capable of reissuance.

4 4 Conversion : (i) Each ICPS carries the entitlement to convert into new Rights Shares at the Conversion Price through the surrender of the ICPS in the manner of the Conversion Mode; and

(ii) If the conversion results in a fractional entitlement to XOX Shares, such fractional entitlement shall be disregarded and no refund or credit, whether in the form of the ICPS, cash or otherwise, shall be given in respect of the disregarded fractional entitlement.

Adjustments : The Conversion Price and/or Conversion Mode may be adjusted at to the determination of the Board, in all or any of the following events:- Conversion Price and/or (i) a bonus issue of Shares by the Company; or Conversion Mode (ii) a capital distribution to the Shareholders made by the Company whether on a reduction of capital or otherwise, but excluding any cancellation of capital which is lost or unrepresented by assets; or

(iii) a rights issue of Shares or convertible securities by the Company; or

(iv) a consolidation of shares, subdivision of shares or reduction of capital; or

(v) any other circumstances deemed necessary by the Board,

provided that any adjustment to the Conversion Price will be rounded down to the nearest 1 sen (RM0.01). The adjustments shall be adjusted, calculated or determined by the Board in consultation with and certified by an approved adviser or external auditor appointed by the Company, as the case may be.

Ranking of : The ICPS is unsecured and shall upon allotment and issue rank pari the ICPS passu amongst themselves and shall rank in priority to any other and class of shares in the capital of the Company, except that:- liquidation preference (i) they will not be entitled to any dividends, rights, allotments and/or other distributions that may be declared by the Company in respect of the XOX Shares; and

(ii) they carry no right to vote at any general meeting of the Company save for the voting rights as set out under the “Rights of the holders of ICPS” section.

In the event of liquidation or winding-up of the Company:-

(i) the assets of the Company shall be distributed first to the holders of ICPS in full of the amount which is equal to the issue price for each ICPS, provided that there shall be no further right for the holders of ICPS to participate in any surplus capital or surplus profits of the Company; and

5 (ii) in the event that the Company has insufficient assets to permit payment of the full issue price to the holders of ICPS, the assets of the Company shall be distributed pro rata on an equal priority to the holders of ICPS in proportion to the amount that each holder of ICPS would otherwise be entitled to receive.

Ranking of : The new Shares to be issued pursuant to the conversion of the new Shares ICPS shall, upon allotment and issue, rank pari passu in all to be issued respects with the then existing issued Shares, save and except that pursuant to the holders of such new Shares shall not be entitled to any the dividends, rights, allotments and/or other distributions that may be conversion of declared, made or paid, the entitlement date of which is prior to the the ICPS date of allotment and issuance of such new Shares arising from the conversion of the ICPS.

Rights of the : The ICPS holders shall not have the right to vote at any general holders of meeting of the Company except with regard to:- ICPS (i) on a proposal considering the reduction of the share capital of the Company (excluding any cancellation of capital which is lost or unrepresented by assets);

(ii) on a proposal for the sale of the whole of the Company’s property, business and undertaking;

(iii) on a proposal that directly affects the rights and privileges attached to the ICPS;

(iv) on a proposal to wind-up the Company; and

(v) during the winding-up of the Company,

in which case, the ICPS holders shall be entitled to vote at any general meeting whereby every 2 ICPS shall, on a poll, carry 1 vote for each XOX Share into which the ICPS may be converted into, based on the conversion ratio of 2 ICPS for every 1 new Share.

The ICPS holders shall be entitled to receive notice of meetings, report and accounts, and attend meetings and vote at any class meeting of the holders of the ICPS in relation to any proposal by the Company to vary or abrogate the rights of the ICPS as stated in the Constitution.

Listing : The ICPS will be listed and traded on the ACE Market of Bursa Securities.

Transferability : As the ICPS will be listed and quoted on the ACE Market of Bursa Securities, they will be deposited with the CDS of Bursa Securities and will be subject to the Rules of Bursa Depository. The ICPS shall be transferable in the manner provided under the Securities Industry (Central Depositories) Act, 1991 and the Rules of Bursa Depository.

6 6 Modification : The Company may from time to time with the consent or sanction of rights of all the holders of the ICPS make modifications to the terms of the ICPS.

Any variation, modification or abrogation of the rights and privileges attached to the ICPS shall require the sanction of a special resolution of the ICPS holders holding or representing not less than 75% of the outstanding ICPS.

Governing : The laws of Malaysia. laws

2.3 Indicative salient terms of the Warrants B

Issuer : XOX

Issue size : Up to 662,813,838 Warrants B to be issued pursuant to the Proposed Rights Issue of ICPS with Warrants.

Form and : The Warrants B will be issued in registered form and constituted detachability by the Deed Poll B to be executed by the Company. The Warrants B which are to be issued with the ICPS will be immediately detached from the ICPS upon allotment and issuance and will be traded separately on Bursa Securities.

Board lot : For the purpose of trading on Bursa Securities, a board lot of Warrants B shall be 100 units of Warrants B, unless otherwise revised by the relevant authorities.

Tenure of the : 3 years from the date of issuance of the Warrants B. Warrants B

Exercise : The Warrants B may be exercised at any time within a period of 3 Period years commencing from and including the date of issue of the Warrants B to the close of business at 5.00 p.m. (Malaysia time) on the Market Day immediately preceding the date which is the 3rd anniversary from the date of issue of the Warrants B. Any Warrant B not exercised during the Exercise Period will thereafter lapse and cease to be valid.

Exercise Price : The exercise price of the Warrants B shall be determined by the Board at a later date after obtaining the relevant approvals but prior to the Entitlement Date.

The Exercise Price and/or the number of Warrants B in issue during the Exercise Period shall however be subject to adjustments under circumstances prescribed in accordance with the terms and provisions of the Deed Poll B.

Exercise : Each Warrant B shall entitle its registered holder to subscribe for rights 1 new Share at any time during the Exercise Period at the Exercise Price, subject to adjustments in accordance with the provisions of the Deed Poll B.

7 7 Mode of : The holders of the Warrants B are required to lodge a subscription exercise form with the Company’s registrar, duly completed, signed and stamped together with payment by way of banker’s draft or cashier’s order drawn on a bank operating in Malaysia or money order or postal order issued by a post office in Malaysia for the aggregate of the Exercise Price payable when exercising their Warrants B to subscribe for new Shares. The payment of such fee must be made in Ringgit Malaysia.

Adjustments : Subject to the provisions of the Deed Poll B, the Exercise Price to the and/or the number of unexercised Warrants B in issue may be Exercise Price subject to adjustments by the Board in consultation with an and/or the approved adviser appointed by the Company or the auditors in the number of the event of any alteration in the share capital of the Company at any Warrants B time during the tenure of the Warrants B, whether by way of, amongst others, rights issue, bonus issue, consolidation of shares, subdivision of shares or for reduction of capital, in accordance with the provisions of the Deed Poll B.

Rights of the : The Warrants B do not confer on their holders any voting rights or Warrant B any right to participate in any form of distribution and/or offer of holders further securities in the Company until and unless such holders of Warrants B exercise their Warrants B for new XOX Shares in accordance with the provisions of the Deed Poll B and such new XOX Shares have been allotted and issued to such holders.

Ranking of : The new Shares to be issued pursuant to the exercise of the the new XOX Warrants B in accordance with the provisions of the Deed Poll B Shares to be shall, upon allotment, issue and full payment of the Exercise Price issued of the Warrants B, rank pari passu in all respects with the then pursuant to existing issued Shares, save and except that the new Shares shall the exercise not be entitled to any dividends, rights, allotments and/or other of the distributions which may be declared, made or paid to the Warrants B Shareholders, the Entitlement Date of which is prior to the date of allotment of the new Shares arising from the exercise of the Warrants B.

Rights of the : (i) Where a resolution has been passed by the Company for Warrant B a members’ voluntary winding-up of the Company, or holders in the where there is a compromise or arrangement, whether or event of not for the purpose of or in connection with a scheme for winding up, the reconstruction of the Company or the amalgamation of liquidation, the Company with 1 or more companies, then for the compromise purposes of such winding-up, compromise or and/or arrangement (other than a consolidation, amalgamation or arrangement merger in which the Company is the continuing corporation) to which the holders of Warrants B (or some other persons designated by them for such purpose by special resolution) shall be a party, the terms of such winding-up, compromise and arrangement shall be binding on all the holders of the Warrants B; and

8 8 Rights of the (ii) in any other cases, every Warrant B holder shall be Warrant B entitled to exercise his/her Warrants B at any time within holders in the 6 weeks after the passing of such resolution for a event of members’ voluntary winding up of the Company or within winding up, 6 weeks after the granting of the court order approving the liquidation, winding-up, compromise or arrangement, whereupon the compromise Company shall allot the relevant new XOX Shares to the and/or Warrant B Holder credited as fully paid subject to the arrangement prevailing laws, and such Warrant B holder shall be (cont’d) entitled to receive out of the assets of the Company which would be available in liquidation if he / she had on such date been the holder of the new XOX Shares to which he / she would have become entitled pursuant to such exercise and the liquidator of the Company shall give effect to such election accordingly. Upon the expiry of the above 6 weeks, all Subscription Rights of the Warrants B shall lapse and cease to be valid for any purpose.

Modification : Save as otherwise provided in the Deed Poll B, a special resolution of rights of of the Warrant B holders is required to sanction any modification, Warrant B alteration or abrogation in respect of the rights of the Warrant B holders holders.

Modification : Any modification to the terms and conditions of the Deed Poll B of the Deed may be effected only by a further deed poll, executed by the Poll B Company and expressed to be supplemental to the Deed Poll B. Any of such modification shall however be subject to the approval of Bursa Securities (if so required).

No amendment or addition may be made to the provisions of the Deed Poll B without the sanction of a Special Resolution unless the amendments or additions are required to correct any typographical errors or relate purely to administrative matters or are required to comply with any provisions of the prevailing laws or regulations or Malaysia or in the opinion of the Company, will not be materially prejudicial to the interests of the Warrant B holders.

Listing status : The Warrants B will be listed on the ACE Market of Bursa Securities. The listing and quotation of Warrants B on the ACE Market of Bursa Securities is subject to a minimum of 100 holders of Warrants B.

Transferability : The Warrants B shall be transferable in the manner provided under the Securities Industry (Central Depositories) Act, 1991 and the Rules of Bursa Depository.

Deed poll : The Warrants B shall be constituted under the Deed Poll B to be executed by the Company.

Governing : The Warrants B and the Deed Poll B shall be governed by the laws laws of Malaysia.

9 9 2.4 Minimum Subscription Level and Undertaking

XOX intends to raise a minimum of RM10.0 million from the Proposed Rights Issue of ICPS with Warrants to meet the funding requirements of the Group, which will be channelled towards the proposed utilisation as set out in Section 3 of this Circular.

In view of the above, the Board has determined to undertake the Proposed Rights Issue of ICPS with Warrants based on the Minimum Subscription Level of 400,000,000 ICPS together with 100,000,000 Warrants B, on the assumption that the ICPS are issued at an issue price of RM0.025 each.

The Minimum Subscription Level will be met via the Undertaking from the Undertaking Shareholder, namely Key Alliance Group Berhad (a substantial shareholder of the Company), to apply and subscribe in full for its entitlement under the Proposed Rights Issue of ICPS with Warrants and additional ICPS not taken up by other Entitled Shareholders by way of excess ICPS application, to the extent such that the aggregate subscription proceeds of ICPS by all Entitled Shareholders and/or their renouncee(s) amount to not less than RM10.0 million.

Details of the Undertaking under the Minimum Subscription Level are as follows:-

Warrants B Existing direct entitlement based shareholdings as Minimum no. of ICPS to be subscribed for on ICPS at the LPD pursuant to the Undertaking subscription ICPS ICPS subscription subscription based on Undertaking No. of based on excess Shareholder Shares (1)% entitlement application (2)Total ICPS No. of Warrants B

Key Alliance 99,300,000 9.09 198,600,000 201,400,000 400,000,000 100,000,000 Group Berhad

Notes:- (1) Based on the issued share capital of 1,092,396,675 Shares as at the LPD. (2) Based on the issue price of RM0.025 per ICPS.

Pursuant to the Undertaking, the Undertaking Shareholder has:-

(i) irrevocably and unconditionally warranted that it shall not sell or in any other way dispose of or transfer its existing equity interest in the Company or any part thereof during the period commencing from the date of the Undertaking up to the Entitlement Date; and

(ii) confirmed that it has sufficient financial means and resources to subscribe in full for its entitlement and additional ICPS not taken up by other Entitled Shareholders by way of excess ICPS application, to the extent such that the aggregate subscription proceeds of ICPS received by the Company arising from the subscription by all Entitled Shareholders and/or renouncee(s) amount to not less than RM10.0 million. Mercury Securities has verified the sufficiency of financial resources of the Undertaking Shareholder for the purpose of subscribing for the ICPS and excess ICPS pursuant to the Undertaking.

For illustrative purposes, assuming none of the other Entitled Shareholders subscribe for their ICPS entitlement, the Undertaking Shareholder will be subscribing for a total of 400,000,000 ICPS based on an issue price of RM0.025 per ICPS.

10 10 However, should the actual issue price be higher or lower than RM0.025 per ICPS, the total number of ICPS and excess ICPS to be subscribed by the Undertaking Shareholder (which is computed based on RM10.0 million divided by the actual issue price of the ICPS) will be adjusted accordingly to arrive at a total subscription value of RM10.0 million.

The Undertaking Shareholder has confirmed that his subscription for ICPS and excess ICPS pursuant to the Undertaking will not give rise to any mandatory take-over offer obligation under the Code and the Rules on Take-Overs, Mergers and Compulsory Acquisitions immediately after completion of the Proposed Rights Issue of ICPS with Warrants.

In the event that the Undertaking Shareholder triggers an obligation to undertake a mandatory take-over offer under the Code and the Rules on Take-Overs, Mergers and Compulsory Acquisitions pursuant to the Undertaking, a separate announcement will be made. The Undertaking Shareholder has confirmed that it will at all times observe and ensure compliance with the provisions of the Code and the Rules on Take-Overs, Mergers and Compulsory Acquisitions and will seek from the SC the necessary exemptions from undertaking such mandatory take-over offer, if required.

As the Minimum Subscription Level will be fully satisfied via the Undertaking, the Company will not procure any underwriting arrangement for the remaining ICPS not subscribed for by other Entitled Shareholders.

2.5 Basis and justification of determining the issue price of the ICPS and the exercise price of the Warrants B

(i) Issue price of the ICPS

The issue price of the ICPS shall be determined and announced by the Board at a later date before the announcement of the Entitlement Date after taking into consideration, amongst others, the following:-

(a) the funding requirements of the Group as set out in Section 3 of this Circular;

(b) the TEAP of XOX Shares based on the 5-day VWAP of XOX Shares up to and including the trading day prior to the price-fixing date.

The Board intends to fix the issue price of the ICPS such that the implied Conversion Price (based on Conversion Ratio of 2 ICPS for every 1 new Share) is in a discount range of 0% to 20% to the TEAP of XOX Shares. This was determined by the Board after taking into consideration the current market price of XOX Shares and the need of the Company to raise the necessary funds to meet the funding requirements of the Group as set out in Section 3 of this Circular; and

Based on the illustrative issue price of RM0.025 per ICPS and the Conversion Ratio of 2 ICPS for every 1 new Share, the implied Conversion Price of RM0.05 represents a premium of approximately 5.2% to the TEAP of XOX Shares of RM0.0476, calculated based on the 5-day VWAP of XOX Shares up to and including the LPD of RM0.0451 and assuming an illustrative exercise price of RM0.06 per Warrant B.

11 11 Under the Maximum Scenario and assuming all the ICPS are converted via the surrendering of 1 ICPS and cash payment of the difference to arrive at the Conversion Price for 1 new Share based on the Conversion Mode, the maximum number of new Shares to be issued upon full conversion of the ICPS is 2,651,255,354 new Shares.

(ii) Exercise price of the Warrants B

The exercise price of the Warrants B shall be determined and announced by the Board at a later date before the announcement of the Entitlement Date after taking into consideration, amongst others, the TEAP of XOX Shares based on the 5-day VWAP of XOX Shares up to and including the trading day prior to the price-fixing date.

The Board intends to fix the exercise price of the Warrants B such that it is in a discount or premium range of 0% to 20% to the TEAP of XOX Shares. This was determined by the Board after taking into consideration the current market price of XOX Shares and the future prospects of the Group, further details of which are set out in Section 8.5 of this Circular.

Based on the illustrative exercise price of RM0.06 per Warrant B, this represents a premium of approximately 26.2% to the TEAP of RM0.0476, calculated based on the 5-day VWAP of XOX Shares up to and including the LPD of RM0.0451 and assuming an illustrative issue price of RM0.025 per ICPS. The illustrative exercise price of RM0.06 per Warrant B is based on the prevailing market prices of XOX Shares.

2.6 Ranking of the new Shares to be issued arising from conversion of the ICPS and/or exercise of the Warrants B

The new Shares to be issued pursuant to the conversion of the ICPS and/or the exercise of the Warrants B shall, upon allotment and issuance, rank pari passu in all respects with the then existing Shares, save and except that the holders of such new Shares shall not be entitled to any dividends, rights, allotments and/or other distributions which may be declared, made or paid to the Shareholders, the entitlement date of which is prior to the date of allotment and issuance of such new Shares.

2.7 Foreign-Addressed Shareholders

An abridged prospectus together with its accompanying documents or any other documents to be issued in connection with the Proposed Rights Issue of ICPS with Warrants are not intended to comply with the laws of any jurisdiction other than Malaysia and will not be lodged, registered or approved under applicable securities legislation of any jurisdiction other than Malaysia. Accordingly, the Proposed Rights Issue of ICPS with Warrants will not be offered for subscription in any countries or jurisdictions other than Malaysia.

The abridged prospectus together with its accompanying documents or any other documents relating to the Proposed Rights Issue of ICPS with Warrants will only be sent to Entitled Shareholders who have a registered address or an address for service of documents in Malaysia as registered in the Company’s Record of Depositors on the Entitlement Date and will not be sent to Foreign-Addressed Shareholders as at the Entitlement Date.

Foreign-Addressed Shareholders who wish to provide Malaysian addresses should inform their respective stockbrokers as well as the share registrar of the Company, ShareWorks Sdn Bhd, at No. 2-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur, Wilayah Persekutuan (KL), Malaysia to effect the change of address prior to the Entitlement Date.

12 12 Alternatively, such Foreign-Addressed Shareholders may collect the abridged prospectus from the Company’s share registrar who shall be entitled to request for such evidence as they deem necessary to satisfy themselves as to the identity and authority of the person collecting the abridged prospectus.

The Company will not make or be bound to make any enquiry as to whether the Entitled Shareholders have a registered address other than as stated in the Company’s Record of Depositors as at the Entitlement Date and will not accept or be deemed to accept any liability whether or not any enquiry or investigation is made in connection therewith.

Foreign-Addressed Shareholders may only exercise their rights in respect of the Proposed Rights Issue of ICPS with Warrants to the extent that it would be lawful to do so and the Company and/or any of its advisers would not, in connection with the Proposed Rights Issue of ICPS with Warrants, be in breach of the laws of any jurisdiction to which the Foreign-Addressed Shareholders may be subject to.

Foreign-Addressed Shareholders will be solely responsible for payment of any issue or transfer fees or costs, and any taxes or requisite payments due in such jurisdiction and the Company shall be entitled to be fully indemnified and held harmless by such foreign applicants for any issue, transfer or any other taxes or duties as such persons may be required to pay. They will have no claims whatsoever against the Company, its share registrar and/or any of its advisers in respect of their rights or entitlements under the Proposed Rights Issue of ICPS with Warrants. Such applicants should also consult their professional advisers as to whether they require any governmental, exchange control or other consents or need to comply with any other applicable legal requirements to enable them to exercise their rights in respect of the Proposed Rights Issue of ICPS with Warrants.

The Foreign-Addressed Shareholders shall be solely responsible to seek advice as to the laws of any jurisdiction to which they may be subject, and participation by such applicants in the Proposed Rights Issue of ICPS with Warrants shall be on the basis of a warranty by such applicants that they are allowed to do so lawfully without the Company and/or the advisers being in breach of the laws of any jurisdiction.

Neither the Company nor any of its advisers to the Proposed Rights Issue of ICPS with Warrants shall accept any responsibility or liability in the event that any acceptance by a Foreign-Addressed Shareholder of his/her rights in respect of the Proposed Rights Issue of ICPS with Warrants is or shall become illegal, unenforceable, voidable or void in any country or jurisdiction.

Foreign-Addressed Shareholders who do not provide an address in Malaysia or who are not entitled to subscribe for the ICPS under the laws and jurisdiction to which they are subject, will have no claims whatsoever against the Company and/or any of its advisers in respect of their rights entitlements or any net proceeds arising from the Proposed Rights Issue of ICPS with Warrants.

The Company reserves the right in its absolute discretion to treat any subscription for the ICPS as being invalid if it believes or has reason to believe that such subscription for the ICPS may violate applicable legal or regulatory requirements.

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13 13 3. UTILISATION OF PROCEEDS

Based on the illustrative issue price of RM0.025 per ICPS, the gross proceeds to be raised from the Proposed Rights Issue of ICPS with Warrants will be utilised in the following manner:-

(1)Base Expected timeframe Minimum Case (1)Maximum Proposed utilisation of for utilisation from Scenario Scenario Scenario proceeds receipt of proceeds (RM’000) (RM’000) (RM’000)

(i) eSIM expansion plan Within 24 months 9,200 15,000 15,000

(ii) Expansion of XOX’s e- Within 36 months - 30,000 35,000 wallet function

(iii) Working capital Within 24 months - 8,820 15,481

(iv) Estimated expenses for Immediate (2)800 (2) 800 (2) 800 the Proposals

Total 10,000 54,620 (3)66,281

Notes:- (1) Any additional proceeds raised in excess of the RM10.0 million under the Minimum Scenario will be allocated up to its respective maximum allocation under the Base Case Scenario and Maximum Scenario in the following order:-

(i) eSIM expansion plan; (ii) expansion of XOX’s e-wallet function; and (iii) working capital.

(2) If the actual expenses incurred are higher than the budgeted amount of RM800,000, the deficit will be funded from the portion allocated for working capital. Conversely, any surplus of funds following payment of expenses will be utilised to fund working capital.

(3) The Board wishes to highlight that the illustrative amount of up to approximately RM66.3 million that would be raised under the Maximum Scenario is based on, amongst others, the following assumptions:-

(i) all the SIS Options are granted and/or exercised into new XOX Shares prior to the Entitlement Date; and

(ii) all Entitled Shareholders fully subscribe to their entitlements under the Proposed Rights Issue of ICPS with Warrants.

The Board is of the view that the Maximum Scenario is an unlikely scenario as it is unlikely for all the granted SIS Options to be exercised into new Shares prior to the Entitlement Date in view of:-

(a) the closing market price of XOX Shares as at the LPD of RM0.045; and

(b) the exercise price of the 2 batches of granted SIS Options of RM0.13 and RM 0.10 with remaining tenure of approximately 21 months from the LPD.

(i) eSIM expansion plan

In February 2019, XOX launched “XOX eSIM”, its new mobile subscription plan based on eSIM technology in Malaysia. eSIM (short for embedded SIM card) is a virtual SIM card where data is stored in a small chip embedded into a smartphone that supports the eSIM technology. Currently, XOX eSIM enables its subscribers to make phone calls, answer phone calls and use mobile data service without having a physical SIM as all information is updated wirelessly.

14 14 eSIM is the alternative to physical SIM cards that are currently widely used. Previously, users who wish to subscribe for a new phone line or change to another telecommunication network operator will have to physically replace the existing SIM card with the SIM card provided by the new telecommunication network operator.

With eSIM, users can subscribe for a new phone line or change to another telecommunication network operator by simply applying for the new telecommunication network operator’s subscription plan online. Once the application is approved, the telecommunication network operator will provide the user with a unique QR code to be scanned by the user’s smartphone to activate the subscription plan.

With eSIM, a user will no longer need to visit a telecommunication network operator’s physical store to obtain the physical new SIM card or wait for the physical new SIM card to be delivered to him or her. They can also switch easily between different telecommunication network operators and this is especially convenient for travellers who need to subscribe or switch to a local telecommunication network operator when they visit a foreign country.

Users will be able to make calls and send texts easily from either line without reconfiguring settings or physically swapping out the SIM cards. A user may also be able to make phone calls on 1 network while using the data from another network (with a more attractive data plan) to access the Internet.

The eSIM technology also allows users to utilise dual SIM features supported by certain smartphones. Some smartphones support the usage of both a physical SIM card and an eSIM at the same time, thus allowing users to utilise “Dual SIM Dual Standby” technology. This technology allows users to make and receive calls as well as send and receive texts using different phone numbers at the same time. If one number is on a call, incoming calls on the other number will go to voicemail.

The XOX eSIM plan is currently offered for iPhone XR, XS and XS Max and Google Pixel 3 and Pixel 3XL. As eSIM gains popularity and more mobile phones are being equipped with eSIM, XOX expects to gain access to more subscribers as it is easier for subscribers with eSIM-compatible devices to switch over to XOX.

Users can subscribe to an XOX eSIM plan online by signing up on XOX’s website or offline by walk-in to a physical XOX store. Given that it is more convenient to subscribe to an XOX eSIM plan online, the Group expects online subscriptions to be the most preferred choice as compared to offline subscriptions. As such, the Group expects to save costs moving forward as it would need to stock up less physical SIM cards and reduce the resources for delivery of its services to users.

XOX’s current platform for phone connectivity has limited features and capabilities, mainly catered for physical SIM technology. As such, in line with the Group’s plan to gradually focus on the eSIM market, the Group intends to progressively upgrade its platform to enhance its features and capabilities so that it will be mainly catered for eSIM technology. The upgrading of its platform is expected to commence within 1 month after completion of the Proposed Rights Issue of ICPS with Warrants and complete within 15 months from commencement.

This upgrade is expected to increase the capacity of the platform from being able to support 3 million subscribers to 5 million subscribers. This will help to support the anticipated increase in the Group’s subscriber base arising from XOX eSIM subscriptions. As at LPD, XOX has approximately 2.4 million subscribers across its various products, and has more than 250 users for eSIM. The Group also intends to embark on marketing activities to promote the usage of XOX eSIM.

The Group estimates to incur approximately RM20.3 million to develop the eSIM business, which will be incurred over a period of time. It should be noted that the costs associated with eSIM expansion will depend on the level of business and profitability that is ultimately gained from this business.

15 15 Based on the foregoing, the Group intends to utilise proceeds of up to RM15.0 million from the Proposed Rights Issue of ICPS with Warrants for its eSIM expansion plan as follows:-

Base Minimum Case Maximum Scenario Scenario Scenario Purpose Description (RM’000) (RM’000) (RM’000)

(i) Upgrading of Procurement of servers and ancillary network 2,000 2,000 2,000 hardware equipment including staging servers, production servers, server colocation and hosting rack

(ii) Software - Enhancement of current software infrastructure 5,000 7,000 7,000 costs - Licensing fees for cloud hosting services - Upgrading of software / platform for eSIM connectivity across different systems, vendors and network

(iii) Marketing Promotion and advertising costs for XOX eSIM 2,200 6,000 6,000 expenses

9,200 15,000 15,000

In the event of any shortfall between the total cost indicated above and the actual amount of proceeds raised from the Proposed Rights Issue of ICPS with Warrants, the shortfall shall be funded via bank borrowings. The actual funding breakdown cannot be determined at this juncture as it will depend on, amongst others, the actual amount of proceeds raised from the Proposed Rights Issue of ICPS with Warrants as well as the availability and suitability of other funding options at the relevant time.

(ii) Expansion of XOX’s e-wallet function

With the growing affordability of smartphones and rising popularity of electronic payment methods, especially with the advent of electronic money or e-money, consumers are increasingly assimilating the use of e-wallets into their lives.

XOX obtained the approval of Bank Negara Malaysia to be an e-money issuer in September 2008. Currently, XOX’s e-wallet is a module within its XOX Mobile application and has limited usage such as reloading a user’s mobile prepaid credit.

As e-money and e-wallets are gaining popularity, XOX intends to expand its e-wallet functionality by developing a new mobile application specifically to cater for this function. The new mobile application will allow smartphone users to deposit money into a virtual money account i.e. the e-wallet. Apart from being able to reload mobile prepaid credits, the amount stored in the e-wallet can also be used in other ways as described below.

Each e-wallet account is tagged to an XOX mobile number. XOX mobile users are entitled to an e-wallet account, where they can deposit money through cash deposit, online banking or via debit or credit card.

E-wallets provide users with the convenience of travelling / commuting without having to carry a lot of cash or debit / credit cards. To make payments, e-wallet users only need to tap their mobile devices to the payment receptacle, or scan the relevant merchant’s QR code. E-wallet also provides more security against theft as compared to carrying physical cash. This is because access to e-wallets are usually protected by existing security features available in mobile devices such as passwords, fingerprints and/or facial recognition.

16 16 E-wallet also removes the hassle of managing spare change for merchants. As e-wallet usage becomes more prevalent and widespread, cash transactions are expected to gradually become less common in the future. In this instance, merchants may no longer need to hold large amounts of physical cash in their stores, thus reducing potential incidences of theft or robbery. Merchants can also easily keep track of their daily closing cash balance via the e-wallet application on their mobile devices, thus eliminating the need for physical cash reconciliation. Further, businesses may reduce the need for cashiers because the purchasing process becomes as simple as a tap or scan of a mobile device. These will serve to reduce transaction costs for the business.

XOX plans to build a dedicated mobile application specifically to provide e-wallet services. This mobile application will be designed to handle the deposit and withdrawal of e-money (i.e. conversion of physical cash into e-money and vice versa), virtual payment card and all other functionalities related to e-wallet. XOX sees good opportunity in becoming a major player in the digital economy domain as it already has an existing pool of prospective users via its approximately 2.4 million mobile subscribers as at the LPD.

The XOX e-wallet mobile application is expected to provide the following features and benefits:-

(a) Micropayment

A micropayment is an e-commerce transaction involving a very small sum of money (such as less than RM10) in exchange for something made available online, such as an application download, a service or Web-based content. Examples of micropayments include purchases of applications or songs on Apple’s App Store or Google’s Play Store as well as purchases of game credits for use in online games. For micropayments, e-wallet is a more practical method of payment as compared to credit cards, given that the card processing fees may be even higher than the value of the micropayment transaction itself.

Micropayments can also be in the form of prepaid mobile credits, whereby XOX e-wallet users can top up their mobile credit in small amounts by deducting from their e-wallet account.

Further, XOX has partnered with Steam (a popular gaming distribution platform) to provide users with exclusive gaming content. The Steam gaming platform offers a wide range of computer and mobile games. Through this collaboration, users can purchase game credits from the Steam platform using credits stored in their XOX e-wallet. The game credits purchased can then be used to purchase online games from the Steam platform.

Moving forward, XOX plans to include other features into its e-wallet to expand the usage of its e-wallet. These include record of payment history, account management analysis and QR code scanning features. Besides, XOX also intends to collaborate with more merchants to expand the acceptance and adoption of its e-wallet.

(b) Issuance of Mastercard

In May 2019, Mastercard has approved XOX’s application as card issuer of Mastercard. As at LPD, Mastercard is processing the onboarding of XOX as their issuer in Mastercard Connect. Upon completion of the onboarding process, XOX will successfully become an approved card issuer of Mastercard. This will then allow the Company to be recognised in the Mastercard payment network as a card issuer, thus allowing the Company to issue its own Mastercard.

17 17 Upon successfully registered as card issuer of Mastercard Connect, both XOX and Mastercard teams will need to work together to integrate the system and to ensure the system is in compliant with the regulatory requirements. The whole process will take approximately 6 months following the grant of license from Mastercard to issue Mastercard branded prepaid payment instrument(1) before XOX can officially launch its own Mastercard.

Note:- (1) Prepaid payment instruments are those which facilitate purchase of goods and services against the value stored on such instruments. The value stored on such instruments represents the value paid for by the holder, either by cash or other forms of payment.

By being a Mastercard issuer, XOX will enable its subscribers to gain access to the Mastercard global payment network and access to more than 1 million points of sale in Malaysia. Collaboration with Mastercard will enable XOX subscribers to reload their XOX Mastercard debit card and this can be used to make purchases with Mastercard partner merchants, both in-store and online. The debit card becomes handy for users in places where e-wallet payment is not currently acceptable. In addition, all purchases made via the debit card will be automatically tracked and categorised within the e-wallet.

The collaboration with Mastercard will also allow XOX subscribers to enjoy promotional activities offered by Mastercard partner merchants. XOX may also jointly develop promotional activities with Mastercard specifically for XOX subscribers. XOX subscribers may also earn Mastercard loyalty points through transactions made over time through their XOX Mastercard debit card. The loyalty points will then be stored in their e-wallet account and can be used to redeem certain promotions and rewards such as free credits and discounts for bill payments or purchases of XOX’s digital content, music and video streaming services.

P2P transfers allow the transfer of funds between 2 parties using money stored in their e-wallet accounts. With this feature, XOX subscribers will be able to transfer e-money to their friends and families through the e-wallet application on their mobile devices by simply scanning the recipient’s QR code or entering the recipient’s phone number, without the hassle of exchanging bank account details and logging in to their online banking accounts to perform fund transfer. This will be a strong complementary feature to the existing XOX Mobile application which currently only supports the transfer of prepaid airtime between XOX subscribers.

To launch its new e-wallet application, XOX intends to first offer its use to existing XOX dealers and subscribers in Malaysia. Some of the ways that will be employed to encourage the use of its e-wallet amongst its subscribers would be through a loyalty points and rewards programme. Dealers will also be encouraged to use the XOX e- wallet as their incentives will be paid in the form of e-money credited into their XOX e- wallet.

As the usage of XOX e-wallet gains traction, XOX intends to expand its e-wallet services to Indonesia. On 21 June 2018, XOX Media Sdn Bhd (a wholly-owned subsidiary of XOX) entered into a joint venture agreement with EH Integrated Systems Sdn Bhd, Yayasan Nahdatul Ulama and PT Nusantara Digital Telekomunikasi for the purpose of establishing a joint venture company called PT Nusantara Mobile Telecommunication to provide e-wallet services in Indonesia. PT Nusantara Mobile Telecommunication was incorporated in September 2018 and is expected to commence preliminary e-wallet operations beginning first quarter of 2020.

18 18 XOX has identified Indonesia as a target overseas market for its e-wallet expansion plan as it has a population of more than 260 million people and is geographically and culturally similar to Malaysia.

The XOX e-wallet will initially be extended to existing XOX subscribers and new users for free to foster the initial growth of its user base. Subsequently, revenue from the XOX e-wallet is expected to be derived from commission in the form of interchange fees payable by merchants for every transaction effected using XOX e-wallet.

The expansion of the e-wallet function is expected to commence immediately after completion of the Proposed Rights Issue of ICPS with Warrants and complete within 24 months from commencement.

In view of the foregoing, the Group intends to utilise proceeds of up to RM35.0 million from the Proposed Rights Issue of ICPS with Warrants to fund the initial development and gradual enhancement of the XOX e-wallet mobile application. In order to do so, XOX will be required to upgrade its hardware and incur software costs to accommodate the provision of e-wallet services. In addition, XOX will need to engage in marketing activities to promote the usage of its e-wallet application. The proceeds are intended to be utilised as follows:-

Base Case Maximum Scenario Scenario Purpose Description (RM’000) (RM’000)

(i) Upgrading of Procurement of servers and ancillary network equipment 6,000 6,000 hardware including development servers, staging servers, production servers, server colocation and hosting rack

(ii) Software costs - Licensing fees for central or e-wallet user database 15,500 20,500 and management system and maintenance fees - Licensing fees for cloud hosting services - Enhancement for current software infrastructure - Software for card management system

(iii) Marketing Promotion and advertising costs for the e-wallet mobile 8,500 8,500 expenses application.

30,000 35,000

(iii) Working capital

The Group intends to utilise the balance proceeds from the Proposed Rights Issue of ICPS with Warrants to fund its working capital in the following manner:-

Base Case Maximum Percentage Scenario Scenario Working capital allocation (RM’000) (RM’000)

Maintenance cost of mobile and digital network 15.0 1,323 2,322 infrastructure

Operating and administrative expenses such 85.0 7,497 13,159 as staff cost, utilities, rental costs, transportation costs and upkeep of office

Total 100.0 8,820 15,481

19 19 (iv) Estimated expenses for the Proposals

The breakdown of the estimated expenses for the Proposals is illustrated below:-

Amount Estimated expenses RM’000

Professional fees 650

Fees to relevant authorities 100

Printing, despatch and advertising expenses 50

Total 800

The actual gross proceeds to be raised from the Proposed Rights Issue of ICPS with Warrants will depend on the actual number of ICPS that will be eventually issued as well as the issue price of the ICPS, which shall be determined in due course.

The exact quantum of proceeds that may be raised by the Company from the conversion of the ICPS and/or exercise of the Warrants B would depend on the actual number of ICPS converted during the Conversion Period as well as its Conversion Price and/or the actual number of Warrants B exercised during the Exercise Period as well as its Exercise Price, which shall be determined by the Board at a later date. The proceeds from the conversion of the ICPS and/or exercise of the Warrants B will be received on an “as and when basis” over the Conversion Period and/or the Exercise Period.

It is unlikely for the Company to receive significant additional proceeds from the conversion of the ICPS as the ICPS are expected to be converted mainly based on the conversion mode of surrendering 2 ICPS without additional cash payment instead of the conversion mode of surrendering 1 ICPS with additional cash payment of RM0.025 (to arrive at the illustrative Conversion Price of RM0.05 for 1 new Share).

Nevertheless, any proceeds arising from the conversion of ICPS (via the conversion mode of surrendering 1 ICPS with additional cash payment of RM0.025) during the Conversion Period will be used to finance the Group's working capital requirements including those illustrated in Section 3(iii) above. The exact breakdown of such utilisation cannot be determined at this juncture as it would be dependent on the actual requirements at the relevant time. Strictly for illustrative purposes, assuming all the ICPS issued under the Maximum Scenario are converted into new Shares based on the conversion mode of surrendering 1 ICPS with additional cash payment of RM0.025, the Company will raise gross proceeds of approximately RM66.3 million upon full conversion of the ICPS under the Maximum Scenario.

Strictly for illustrative purposes, based on the illustrative exercise price of RM0.06 per Warrant B, the Company will raise gross proceeds of up to RM39.8 million upon full exercise of the Warrants B under the Maximum Scenario. Any proceeds arising from the exercise of the Warrants B in the future will be used to finance future working capital requirements including those illustrated in Section 3(iii) above. The exact breakdown cannot be determined at this juncture and would be dependent on the actual requirements at the relevant time.

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20 20 4. PROPOSED CONSTITUTION AMENDMENTS

The Proposed Constitution Amendments entail the consequential amendments to the Constitution to facilitate the creation and issuance of the ICPS pursuant to the Proposed Rights Issue of ICPS with Warrants.

Please refer to Appendix II of this Circular for further details of the Proposed Constitution Amendments.

5. PROPOSED BY-LAWS AMENDMENTS

Pursuant to the new Act which was gazetted on 15 September 2016 and came into effect on 31 January 2017, the Proposed By-Laws Amendments are primarily intended to streamline the By-Laws of the Company to be aligned with the Act.

The Proposed By-Laws Amendments will involve amendments to the relevant by-laws as shown in Appendix III.

6. DETAILS OF THE GROUP’S PREVIOUS FUND-RAISING EXERCISES

The fund raising exercises undertaken by XOX for the past 3 years up to the LPD are as follows:-

6.1 Share issuance exercise in 2017

On 12 April 2017, the Company completed a share issuance of 250.0 million Shares to Macquarie Bank Limited (“Share Issuance”), which raised a total of RM23.11 million. The proceeds raised were mainly utilised for the Voopee expansion plan, further details of which are disclosed in the circular to shareholders of XOX dated 28 October 2016.

The status of the utilisation of proceeds from the Share Issuance by the Group is as follows:-

Expected timeframe for utilisation from Amount completion of Proposed utilised as Balance the Share utilisation at the LPD unutilised Utilisation of proceeds Issuance RM’000 RM’000 RM’000

(i) Voopee expansion plan:-

(a) Expansion of Voopee Within 36 months 12,294 12,294 - to Indonesia, the Philippines, Thailand and/or any other countries to be identified

(b) Enhancement of Within 18 months 5,000 5,000 - features and software maintenance of Voopee

(ii) Expenses incurred for the Immediate 812 812 - Share Issuance

Total 23,106 23,106 -

21 21 6.2 Private placement exercise in 2017

On 20 October 2017, the Company completed a private placement exercise, which raised a total of RM8.37 million (“2017 Private Placement”). The status of the utilisation of proceeds from the private placement by the Group is as follows:-

Expected timeframe for utilisation from Amount completion of the Proposed utilised as Balance 2017 Private utilisation at the LPD unutilised Utilisation of proceeds Placement RM’000 RM’000 RM’000

(i) Branding and Within 12 months 8,258 8,258 - marketing expenses(1)

(ii) Expenses incurred Immediate 115 115 - for the 2017 Private Placement

Total 8,373 8,373 -

Note:- (1) Branding and marketing expenses for ONEXOX PREPAID including billboard advertisements, conducting roadshows and sponsorship events, promotional incentives as well as opening additional service outlets to improve the accessibility to XOX’s products and services. As at the LPD, there are 97 outlets in operation.

6.3 Private placement exercise in 2018

On 26 October 2018, the Company completed a private placement exercise, which raised a total of RM4.64 million (“2018 Private Placement”). The status of the utilisation of proceeds from the private placement by the Group is as follows:-

Expected timeframe for utilisation from Amount completion of the Proposed utilised as Balance 2018 Private utilisation at the LPD unutilised Utilisation of proceeds Placement RM’000 RM’000 RM’000

(i) Branding and Within 12 months 4,544 4,544 - marketing expenses(1)

(ii) Expenses incurred Immediate 93 93 - for the 2018 Private Placement

Total 4,637 4,637 -

Note:- (1) Branding and marketing expenses for ONEXOX PREPAID and ONEXOX BLACK including pricing and promotional strategies on new subscribers’ acquisition and existing subscribers’ retention program.

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22 22 7. RATIONALE FOR THE PROPOSALS

7.1 Proposed Rights Issue of ICPS with Warrants

The Proposed Rights Issue of ICPS with Warrants will enable the Company to raise funds and channel them towards the proposed utilisation as set out in Section 3 of this Circular. As at the LPD, XOX Group’s cash and bank balances stood at approximately RM4.6 million. It should be noted that the Group has been increasing its public exposure and brand awareness through intensive advertising and marketing activities.

The Group also launched attractive mobile subscription package such as ONEXOX BLACK to capture a larger customer base. In addition, the Group has also been opening up additional service outlets to increase the accessibility to its products and services. These initiatives were funded by previous fund-raising activities of the Group, such as those disclosed in Section 6 of this Circular.

After due consideration of the various options available, the Board is of the opinion that the Proposed Rights Issue of ICPS with Warrants is the most suitable means of fund raising for the Company for the following reasons:-

(i) it will not have an immediate dilution effect on the Group’s EPS as the ICPS are expected to be converted over the Conversion Period as opposed to a rights issue of ordinary shares which will have an immediate upfront impact on the Group’s EPS;

(ii) it will not dilute the shareholdings of the Entitled Shareholders, assuming that all Entitled Shareholders subscribe to their entitlements and fully convert their ICPS;

(iii) it allows the Entitled Shareholders to increase their equity participation in the Company through conversion of the ICPS into new Shares during the Conversion Period; and

(iv) it enables the Company to raise the requisite funds without incurring additional interest expense from bank borrowings, thereby minimising any potential cash outflow in respect of interest servicing costs.

The free Warrants B which are attached to the ICPS are intended to provide an added incentive to the Entitled Shareholders to subscribe for the ICPS. In addition, the free Warrants B will provide the Entitled Shareholders with an opportunity to increase their equity participation in the Company at a pre-determined exercise price during the tenure of the Warrants B and will allow the Entitled Shareholders to further participate in the future growth of the Company as and when the Warrants B are exercised.

The exercise of the Warrants B in the future will allow the Company to obtain additional funds without incurring additional interest expenses from borrowings. Furthermore, should the Company increase its borrowings in the future, the exercise of Warrants B will increase Shareholders’ funds and lower the Company’s gearing, thereby providing the Company with flexibility in terms of the options available to meet its funding requirements.

7.2 Proposed Constitution Amendments

The Proposed Constitution Amendments is undertaken to facilitate the issuance of the ICPS pursuant to the Proposed Rights Issue of ICPS with Warrants.

23 23 7.3 Proposed By-Laws Amendments

The Proposed By-Laws Amendments is primarily intended to streamline the By-Laws of the Company to be aligned with the Act, in consideration of the relevant provisions under the Act which had been effected on 31 January 2017, including amongst others, the abolition of the par value regime.

8. INDUSTRY OUTLOOK AND PROSPECTS

8.1 Overview and outlook of the Malaysian economy

The Malaysian economy grew by 4.5% in the first quarter of 2019. Overall GDP growth was moderate at 4.5% in the first quarter of 2019 (4Q 2018: 4.7%), driven mainly by the expansion in domestic demand. On a quarter-on-quarter seasonally-adjusted basis, the economy grew by 1.1% (4Q 2018: 1.3%).

Domestic demand expanded by 4.4% in the first quarter (4Q 2018: 5.7%), driven by firm household spending amid weaker capital expenditure.

After three consecutive quarters of robust spending, private consumption growth moderated but remained strong at 7.6% (4Q 2018: 8.4%). This mainly reflected the normalisation in spending following the frontloading of purchases during the tax holiday period. Nonetheless, household spending continued to be supported by income and employment growth.

Public consumption expanded at a faster pace of 6.3% (4Q 2018: 4.0%), attributable to higher growth in spending on supplies and services.

(Source: Economic and Financial Developments in the Malaysian Economy in the First Quarter of 2019, BNM)

The services sector registered a marked improvement in growth of 6.8% in 2018 (2017: 6.2%), the highest since 2011, driven primarily by the wholesale and retail trade, food and beverages and accommodation sub-sectors as better consumer sentiments and favourable labour market conditions spurred spending, in particular during the tax holiday period. In the information and communication sub-sector, growth was supported by continued demand for data communication and computer services. Growth in the finance and insurance sub-sector also improved, supported by stronger financing activity in both household and business segments. Growth in the transport and storage sub-sector was more moderate amid slower trade and air passenger traffic growth.

Against the backdrop of a challenging global environment, the Malaysian economy is expected to sustain its growth momentum, expanding by 4.3% – 4.8% in 2019 (2018: 4.7%). Domestic demand will remain the anchor of growth, underpinned by continued expansion in private sector activity. Private consumption growth is expected to moderate, but remain firm supported by stable labour market conditions and continued wage growth. The implementation of several government measures, particularly aimed at alleviating rising cost of living, is expected to further support consumption spending, especially by lower income households.

(Source: BNM’s Annual Report 2018, BNM, published on 27 March 2019)

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24 24 8.2 Overview and outlook of the e-payment industry in Malaysia

The payment industry in Malaysia consists of cash in circulation (“CIC”), cheques and electronic payments or e-payments. Common forms of e-payments include ATMs, credit cards, charge cards, debit cards, Internet banking, mobile payment and e-money. In 2018, the total CIC in Malaysia stood at RM94.31 billion as compared to RM92.39 billion in 2017. Despite the increase in CIC, the use of e-payment methods has continued to gain traction in Malaysia. Total e-payment (transaction volume per capita) increased from 110.6 units in 2017 to 124.6 units in 2018.

As part of the key priorities in its Financial Sector Blueprint 2011-2020, Bank Negara Malaysia is driving the nation to adopt cashless transactions. Bank Negara Malaysia aims to increase e-payment transactions per capita to 200 transactions by end of 2020. In terms of e-payment transactions in Malaysia, there were 4.04 billion transactions made in 2018, representing an increase of 13.7% from 3.55 billion of transactions recorded in 2017. The growth was mainly driven by the increase in payment card transactions and Internet banking. The following table shows the transaction volume by the types of e-payment in 2018.

Transaction Share of e- volume (million) payment (%) E-money 1920.3 47.6 Internet banking 615.6 15.2 EFT using IBG, instant transfer and 456.8 11.3 direct debit Credit card 447.1 11.1 Debit card 246.2 6.1 Mobile banking 191.2 4.7 RENTAS and Intrabank Direct Debit 119.9 3.0 and Standing Instruction ATM 35.6 0.9 Charge card 6.5 0.2

(Source: Bank Negara Malaysia)

E-payment transaction volume in Malaysia is projected to expand from 4.04 billion in 2018 to 9.15 billion transactions in 2023, representing a CAGR of 17.8% throughout the forecast period of 2019 to 2023. Growth will be mainly driven by changing consumer payment behaviours that increases the demand for quick, secure, cashless and convenient forms of e-payment services. Other factors driving growth within the industry will come from the availability of more innovative payment channels, improvements in payment security employed by e-payment systems to protect user payment data and personal data and high demand for mobile payment services due to the growing mobile phone and broadband penetration in Malaysia.

Although still at a nascent stage, mobile payments are increasingly displacing cash in- day-to-day purchase transactions. The total mobile payments made for purchase transactions increased by 20 times from 1.2 million transactions in 2017 to 23.7 million transactions in 2018. Non-bank e-money issuers have played a key role in driving this trend through intensifying merchant acquisition and marketing initiatives to attract users. As at the end of 2018, there were more than 65,000 registrations recorded among merchants for the acceptance of mobile payment.

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25 25 The expected growth in the Malaysian e-commerce market is also anticipated to drive the usage of various e-payment products and solutions. The Malaysian e-commerce market has witnessed the expansion of various local and foreign e-commerce marketplaces such as Lelong.my, Superbuy.my, Lazada and Taobao. The e- commerce market is further catalysed by the adoption of marketing strategies such as special sales events during festive season such as Cybersales and Single’s Day (or Double 11). The convenience of buying items through the Internet translates to more sales on the e-commerce market and thus increases the volume of e-payment transactions.

The Malaysian e-payment industry continues to receive strong government support to promote the usage of e-payment services. The Malaysian Government is actively endorsing and encouraging the creation of an integrated payment infrastructure to improve the quality and services of the e-payment industry. Promising progress has been made since 2015 to expand the network e-payment acceptance points among retail merchants. In addition, the continuously enhanced payment security features provided by financial institutions are also likely to drive the expansion of the e-payment industry through wide coverage of e-payment services.

(Source: Protégé Associates)

8.3 Overview and outlook of the e-payment industry in Indonesia

The majority of payments conducted in Indonesia at present are cash based, especially among the rural population as cash is viewed as a convenient form of payment. The low awareness of e-payments and limited access to banking services also contributed to a high usage of cash transactions. As of December 2018, there are about Indonesian Rupiah (“IDR”) 749.2 trillion worth of cash in circulation compared to IDR 622.3 trillion in January 2018. Even though the usage of cash is high, a lot of initiatives have taken place to develop the non-cash payment ecosystem in Indonesia.

The payment instruments in Indonesia are made up of cash and non-cash payment instruments. Non-cash payment instruments consist of cards, cheques, “Bilyet Giro” (a form of written transfer instruction), debit notes and electronic instruments issued by commercial banks and third-party payment service providers.

Payment cards in Indonesia consist of ATM cards, prepaid cards, debit cards and credit cards. As at December 2018, there were about 178.6 million payment cards in circulation, which consisted of 8.8 million ATM cards, 152.5 million debit cards and 17.3 million credit cards. Debit cards is the preferred payment cards among consumers as 85.4% of total payment cards in Indonesia are debit cards. Prepaid cards are regulated separately in accordance to the Bank Indonesia Regulation Number 11/12/PBI/2009 on Electronic Money, and hence detached from card-based payment instrument regulation. As of December 2018, there are 167.2 million e-money payment instruments including prepaid cards in circulation.

In terms of e-payment transactions in Indonesia, there are 9.70 billion transactions made in 2018, representing an increase of 39.0% from 6.98 billion of transactions recorded in 2017. The growth was mainly driven by the steep increase in e-money transactions. ATM and debit card transactions made up the largest share of the e- payment transactions at 66.1%, followed by e-money at 30.1%, credit card at 3.5% and domestic non-bank funds transfer at 0.3%.

E-payment transaction volume in Indonesia is projected to expand from 9.70 billion in 2018 to 20.29 billion in 2023, representing a CAGR of 15.9% throughout the forecast period of 2019 to 2023. Growth will be mainly driven by an emerging middle-class segment that have more disposable income and a large number of the population who are also young and technologically savvy.

26 26 High mobile phone penetration and increasing Internet access is also expected to drive demand for mobile payment services. According to the Statistics Indonesia, the number of smartphone ownership in Indonesia was 155.6 million users or 60% of its total population in 2017. High mobile phone penetration coupled with increasing Internet access will provide opportunities for the development of mobile payment infrastructure and thus increase the volume of electronic payments in the country.

In addition, Indonesia also has a comparatively low banking penetration rate among its population. In 2017, around 36% of the country’s 264 million population do not have bank accounts. This presents an opportunity for alternative channels such as mobile banking and payment services to meet the demand of this segment of the population who do not have access to services provided by conventional banking institutions.

E-money transaction volume amounted to 2.92 billion in 2018 as compared to 943 million in 2017. This increase proves that Indonesia is getting used to e-money transactions. The growth of the e-commerce industry in Indonesia is also expected to drive the usage of various e-payment products and solutions.

The e-payment industry continues to receive strong government support to promote the usage of non-cash payment services and has endorsed the creation of a standard e-payment infrastructure to improve the quality and services of the e-payment industry. Under President Joko Widodo's administration's "three-card" programme, financial aid to support the educational, healthcare and welfare needs of Indonesia's low-income families is disbursed in the form of cards instead of cash.

The government also launched the National Payment Gateway (“NPG”) in September 2016, to establish a standard payment system in order to encourage cashless transaction. All domestic cashless transactions made are expected to be processed through the NPG. With NPG branded debit and ATM cards, consumers will be able to conduct payment transactions in all point-of-sale terminals and ATM machines regardless of which bank issued the cards. As at June 2018, 95 banks have been connected to NPG. Furthermore, the continuous effort to enhance payment security features by service providers are also likely to drive the expansion of the e-payment industry as consumers begin to place more trust in e-payments as a result of such efforts.

(Source: Protégé Associates)

8.4 Overview and outlook of eSIM in the emerging South East Asia markets

The market for eSIM is nascent in the emerging SEA markets (consists of Indonesia, Malaysia, Myanmar, the Philippines, Thailand and Vietnam). Except for Indonesia, all the other countries have introduced eSIM into their respective mobile network services. The following table sets out telecommunication network operators in the emerging SEA markets that offer eSIM support:

Country Telecommunication network operators offering eSIM Malaysia • Maxis Berhad • Celcom Berhad • XOX Bhd Myanmar • Mytel S.A Philippines • Globe Telecom Inc Thailand • Advanced Info Service Public Company Limited (known as AIS) • Total Access Communication Public Company Limited (known as DTAC) • True Corporation Public Company Limited (known as TRUE) Vietnam • Vietnam Telecom Services Company (known as VinaPhone)

27 27 The market opportunity of the eSIM market for the SEA emerging markets is measured in terms of total eSIM-enabled smartphone shipments to the SEA emerging markets. This is estimated to be 36.6 million in 2018 and is projected to grow to 40.8 million in 2023, representing a CAGR of 2.2% throughout the forecast period of 2019 to 2023.

Factors supporting the market demand of eSIM are deployment of third generation (“3G”), fourth generation (“4G”) and fifth generation (“5G”) cellular networks, adoption of Internet of Things (“IoT”) technology and rising adoption of smartphone. The deployment of 3G, 4G and 5G cellular networks which offer high speed broadband connection drives the adoption of smartphone including eSIM-enabled smartphones. 3G and 4G cellular networks are already available across the emerging SEA markets.

The upcoming rollout of 5G cellular networks will allow for individual download speeds of 1 Gigabit per second with latency speeds of less than a millisecond. The rollout of 5G cellular network provides a significant benefit to the adoption of eSIM technology. A 5G-capable eSIM offers users with versatility and seamless switch of cellular network without having to switch SIM card or visit a telecommunication network operator. The IoT technology depends on the interconnection of physical devices through the Internet to disseminate information. Since IoT devices require Internet connectivity and are cellular network-powered applications, eSIM technology would be a complementary component to IoT devices. This would encourage the adoption of IoT devices as well as the market demand for eSIM technology.

Over the past few years, there has been a steady rise in the number of smartphone users globally and the number of smartphone users is anticipated to reach 2.87 billion by 2020. eSIM-enabled smartphones are expected to empower a new generation of interconnected future. The ability to change mobile network service provider easily would enable eSIM-enabled smartphone users to have full tariff transparency and eliminate roaming charges. Consumers are increasingly dependent on their smartphones to access the Internet and are using high-bandwidth applications increasingly, which requires stable network connectivity on their smartphones. This is likely to induce smartphone manufacturers to incorporate eSIM into their new products to gain a competitive edge in the smartphone market. After Google and Apple, major smartphone brands such as Huawei, OPPO, Samsung and Xiaomi are expected to integrate eSIM into their smartphones.

The introduction of eSIM-enabled smartphones and wearable devices such as the Google Pixel and iPhone models has helped to bring about public knowledge of eSIM technology. The outlook of eSIM market in the emerging SEA markets is positive and forecast to grow during the forecast period of 2019 to 2023. eSIM already has the backing of most stakeholders. GSMA, the global body supporting standardisation of mobile technology has already issued specifications for the use of eSIM. These specifications have been backed by telecommunication network operators and device manufactures. The smartphone market is anticipated to widely adopt eSIM in the near future.

Moving forward, the gradual adoption of eSIM is expected to reshape the mobile telecommunication sector as it will enable users to switch between networks easily and this will benefit telecommunication network operators who are able to offer innovative and attractive mobile plans.

(Source: Protégé Associates)

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28 28 8.5 Prospects and future plans of the Group

The Group’s number of subscribers has increased steadily over the past few years from approximately 402,000 subscribers in March 2015 to reach 2.4 million subscribers as at the LPD, amidst intense price-focused competition.

Consumer demand for XOX’s existing products and services, especially “ONEXOX PREPAID” (a mobile plan which caters for prepaid subscribers) and its latest product, “ONEXOX BLACK” with “BURNPROOF” feature (which enables subscribers to carry forward their unused monthly data to the following month as well as share their data among other subscribers) has been rising.

Over time, the Group has taken various efforts to differentiate itself from competitors and present itself as the brand of choice to Malaysian mobile users. These include increasing ground visibility and branding by having more stores and promotional spaces to increase public exposure and accessibility to the Group’s products and services, revamping business support system to ensure a more streamlined user experience and allowing subscriber management on multiple channels.

Besides, the Group is also in the midst of transforming itself from a conventional mobile operator to a technology-driven company by implementing new technology offerings. These include the development of Voopee, an application that offers a SIM-free mobile service and provision of Season Pass. Season Pass allows subscribers to have the flexibility to share their talk time and data with other subscribers. As at the LPD, the Group has leveraged on Voopee to expand its reach to Indonesia.

To continue evolving with the current trends in the mobile telecommunications industry and remain relevant to mobile users, the Group has decided to expand its existing e- wallet functionality as well as to expand its eSIM mobile subscription plan, further details of which are set out in Section 3 of this Circular. These plans are designed to enhance both the capacity and features of the mobile solutions provided by the Group and in turn, attract and retain subscribers. As such, the aforementioned plans are expected to contribute positively to the future earnings of the Group.

Premised on the successful execution of the Group’s expansion plans as set out above, the Board is optimistic of improvement in the future financial performance of the Group.

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29 29 9. EFFECTS OF THE PROPOSALS

The Proposed Constitution Amendments and the Proposed By-Laws Amendments will not have any effect on the issued share capital of the Company, the NA and gearing of the Group, the substantial Shareholders’ shareholdings in the Company and the consolidated earnings as well as the EPS of the Company.

9.1 Share capital

The pro forma effects of the Proposed Rights Issue of ICPS with Warrants on the share capital of the Company are set out below.

Minimum Scenario Base Scenario Maximum Scenario Share capital Share capital Share capital No. of Shares (RM) No. of Shares (RM) No. of Shares (RM)

Issued share capital as at the LPD 1,092,396,675 126,892,891 1,092,396,675 126,892,891 1,092,396,675 126,892,891

To be issued assuming full granting and/or exercise of the SIS Options - - - - 233,231,002 (1)17,608,579

Enlarged issued share capital after full granting and/or exercise of the 1,092,396,675 126,892,891 1,092,396,675 126,892,891 1,325,627,677 144,501,470 SIS Options

To be issued assuming full conversion of the ICPS 200,000,000 (2)10,000,000 1,092,396,675 (3)54,619,834 2,651,255,354 (4)132,562,768

To be issued assuming full exercise of the Warrants B 100,000,000 (5)8,250,000 546,198,337 (5)45,061,363 662,813,838 (5)54,682,142

Enlarged issued share capital 1,392,396,675 145,142,891 2,730,991,687 226,574,088 4,639,696,869 331,746,380

Notes:- (1) Based on the:- (i) exercise price of RM0.13 for the 4,575,000 SIS Options granted on 21 April 2016 which have yet to be exercised; (ii) exercise price of RM0.10 for the 47,065,400 SIS Options granted on 9 January 2018 which have yet to be exercised; and (iii) illustrative exercise price of RM0.04059 (based on the 5-day VWAP of XOX Shares up to and including the LPD of RM0.0451 less 10% discount) for the remaining 181,590,602 SIS Options which have yet to be granted and exercised. (2) Assuming all 400,000,000 ICPS issued under the Minimum Scenario are fully converted into 200,000,000 new Shares based on the conversion mode of surrendering 2 ICPS (which are issued at an illustrative issue price of RM0.025 each) without additional cash payment. (3) Assuming all 2,184,793,350 ICPS issued under the Base Case Scenario are fully converted into 1,092,396,675 new Shares based on the conversion mode of surrendering 2 ICPS (which are issued at an illustrative issue price of RM0.025 each) without additional cash payment. (4) Assuming all 2,651,255,354 ICPS issued under the Maximum Scenario are fully converted into 2,651,255,354 new Shares based on the conversion mode of surrendering 1 ICPS (which are issued at an illustrative issue price of RM0.025 each) with additional cash payment of RM0.025 to arrive at the conversion mode of surrendering 1 ICPS (which are issued at an illustrative issue price of RM0.025 each) with additional cash payment of RM0.025 to arrive at the Conversion Price of RM0.05 for 1 new Share. (5) Assuming all the Warrants B are fully converted into new Shares based on an illustrative exercise price of RM0.06 each and after accounting for the reversal of warrant reserve.

30 30 9.2 NA and gearing

The pro forma effects of the Proposed Rights Issue of ICPS with Warrants on the NA and gearing of the Group are as follows:-

Minimum Scenario

(I) (II) (III) (IV) After (I) and the After (II) and After (III) and Proposed Rights assuming full assuming full Audited as at After subsequent Issue of ICPS with conversion of the exercise of 30 June 2018 events(1) Warrants(2)(3) ICPS(4) Warrants B(5) Group level (RM‘000) (RM‘000) (RM‘000) (RM‘000) (RM‘000)

Share capital 122,455 127,093 127,093 137,093 145,343 ICPS - - 10,000 - - Options reserve 1,124 1,069 1,069 1,069 1,069 Warrant reserve 19,741 - 2,250 2,250 - Capital reserve 2,200 2,200 2,200 2,200 2,200 Other reserve (19,741) - - - - Foreign currency translation reserve (3) (3) (3) (3) (3) Accumulated losses (7,450) (7,395) (10,445) (10,445) (10,445) Shareholders’ equity / NA 118,326 122,963 132,163 132,163 138,163 Non-controlling interest 660 660 660 660 660 Total equity 118,986 123,623 132,823 132,823 138,823

No. of Shares in issue (‘000) 993,094 1,092,397 1,092,397 1,292,397 1,392,397 NA per Share (RM) 0.12 0.11 0.12 0.10 0.10

Total borrowings (RM‘000) - - - - - Gearing ratio (times) - - - - -

Notes:- (1) After adjusting for the following:- (i) issuance of new 99,300,000 Shares at the issue price of RM0.0467 each arising from the private placement completed on 25 October 2018; (ii) issuance of new 2,500 Shares at an issue price of RM0.20 each pursuant to the exercise of Warrants A; (iii) expiry of 200,412,175 Warrants A on 8 February 2019; and (iv) forfeiture of 1,668,100 SIS Options in the financial quarter ended 31 December 2018. (2) Based on the Minimum Subscription Level of 400,000,000 ICPS at an illustrative issue price of RM0.025 each together with 100,000,000 free Warrants B. (3) After accounting for the warrants reserve based on the issuance of 100,000,000 Warrants B at an illustrative fair value of RM0.0225 per Warrant B and deducting estimated expenses incidental to the Proposed Rights Issue of ICPS with Warrants of approximately RM0.80million. (4) Assuming all the 400,000,000 ICPS issued under the Minimum Scenario are fully converted into 200,000,000 Shares based on the implied Conversion Price of RM0.05 and Conversion Mode of surrendering 2 ICPS for 1 new Share without additional cash payment. (5) Based on the illustrative exercise price of RM0.06 per Warrant B.

31 31 Base Case Scenario

Share capital 122,455 127,093 127,093 181,713 226,774 ICPS - - 54,620 - - Options reserve 1,124 1,069 1,069 1,069 1,069 Warrant reserve 19,741 - 12,289 12,289 - Capital reserve 2,200 2,200 2,200 2,200 2,200 Other reserve (19,741) - - - - Foreign currency translation reserve (3) (3) (3) (3) (3) Accumulated losses (7,450) (7,395) (20,484) (20,484) (20,484) Shareholders’ equity / NA 118,326 122,963 176,783 176,783 209,555 Non-controlling interest 660 660 660 660 660 Total equity 118,986 123,623 177,443 177,443 210,215

No. of Shares in issue (‘000) 993,094 1,092,397 1,092,397 2,184,793 2,730,992 NA per Share (RM) 0.12 0.11 0.16 0.08 0.08

Total borrowings (RM‘000) - - - - - Gearing ratio (times) - - - - -

Notes:- (1) After adjusting for the following:- (i) issuance of new 99,300,000 Shares at the issue price of RM0.0467 each arising from the private placement completed on 25 October 2018; (ii) issuance of new 2,500 Shares at an issue price of RM0.20 each pursuant to the exercise of Warrants A; (iii) expiry of 200,412,175 Warrants A on 8 February 2019; (iv) forfeiture of 1,668,100 SIS Options in the financial quarter ended 31 December 2018. (2) Assuming all the Entitled Shareholders and/or their renounce(s) fully subscribe for their respective entitlements at an illustrative issue price of RM0.025 per ICPS with free Warrants B. (3) After accounting for the warrants reserve based on the issuance of 546,198,337 Warrants B at an illustrative fair value of RM0.0225 per Warrant B and deducting estimated expenses incidental to the Proposed Rights Issue of ICPS with Warrants of approximately RM0.80 million. (4) Assuming all the 2,184,793,350 ICPS issued under the Base Scenario are fully converted into 1,092,396,675 Shares based on the implied Conversion Price of RM0.05 and Conversion Mode of surrendering 2 ICPS for 1 new Share without additional cash payment. (5) Based on the illustrative exercise price of RM0.06 per Warrant B.

32 Maximum Scenario

(I) (II) (III) (IV) (V) After (I) and assuming full After (II) and the After (III) and After (IV) and granting and/or Proposed Rights assuming full assuming full Audited as at After subsequent exercise of the SIS Issue of ICPS with conversion of the exercise of 30 June 2018 events(1) Options(2) Warrants(3)(4) ICPS(5) Warrants B(6) Group level (RM‘000) (RM‘000) (RM‘000) (RM‘000) (RM‘000) (RM‘000)

Share capital 122,455 127,093 144,702 144,702 277,264 331,947 ICPS - - - 66,281 - - Options reserve 1,124 1,069 - - - - Warrant reserve 19,741 - - 14,913 14,913 - Capital reserve 2,200 2,200 2,200 2,200 2,200 2,200 Other reserve (19,741) - - - - - Foreign currency translation reserve (3) (3) (3) (3) (3) (3) Accumulated losses (7,450) (7,395) (11,263) (26,976) (26,976) (26,976) Shareholders’ equity / NA 118,326 122,963 135,636 201,117 267,398 307,167 Non-controlling interest 660 660 660 660 660 660 Total equity 118,986 123,623 136,295 201,777 268,058 307,827

No. of Shares in issue (‘000) 993,094 1,092,397 1,325,628 1,325,628 3,976,883 4,639,697 NA per Share (RM) 0.12 0.11 0.10 0.15 0.07 0.07

Total borrowings (RM‘000) ------Gearing ratio (times) ------

Notes:- (1) After adjusting for the following:- (i) issuance of new 99,300,000 Shares at the issue price of RM0.0467 each arising from the private placement completed on 25 October 2018; (ii) issuance of new 2,500 Shares at an issue price of RM0.20 each pursuant to the exercise of Warrants A; (iii) expiry of 200,412,175 Warrants A on 8 February 2019; and (iv) forfeiture of 1,668,100 SIS Options in the financial quarter ended 31 December 2018. (2) Assuming all the:- (i) 4,575,000 outstanding SIS Options are exercised at an exercise price of RM0.13 each; (ii) 47,065,400 outstanding SIS Options are exercised at an exercise price of RM0.10 each; and (ii) 181,590,602 SIS Options which may be granted pursuant to maximum allowable amount under the SIS are granted and exercised at an illustrative exercise price of RM0.04059 each. (3) Assuming all the Entitled Shareholders and/or their renounce(s) fully subscribe for their respective entitlements at an illustrative issue price of RM0.025 per ICPS with free Warrants B. (4) After accounting for the warrants reserve based on the issuance of 662,813,838 Warrants B at an illustrative fair value of RM0.0225 per Warrant B and deducting estimated expenses incidental to the Proposed Rights Issue of ICPS with Warrants of approximately RM0.80 million.

33 33 (5) Assuming all the 2,651,255,354 ICPS issued under the Base Scenario are fully converted into 2,651,255,354 Shares based on the implied Conversion Price of RM0.05 and Conversion Mode of surrendering 1 ICPS (which are issued at an illustrative issue price of RM0.025 each) with additional cash payment of RM0.025 to arrive at the Conversion Price of RM0.05 for 1 new Share. (6) Based on the illustrative exercise price of RM0.06 per Warrant B.

9.3 Substantial Shareholder’s shareholdings

The substantial Shareholder of XOX based on the record of depositors of the Company as at the LPD and the pro forma effects of the Proposed Rights Issue of ICPS with Warrants on the shareholdings of the substantial Shareholder are as follows:-

Minimum Scenario

(I) (II) After (I) and assuming full exercise of the As at the LPD Assuming full conversion of the ICPS Warrants B Substantial Direct Indirect Direct Indirect Direct Indirect Shareholder No. of Shares (1)% No. of Shares (1)% No. of Shares (2)% No. of Shares (2)% No. of Shares (3)% No. of Shares (3)%

Key Alliance Group 99,300,000 9.09 - - 299,300,000 23.16 - - 399,300,000 28.68 - - Berhad

Notes:- (1) Based on the issued share capital of 1,092,396,675 Shares as at the LPD. (2) Based on the enlarged issued share capital of 1,292,396,675 Shares. (3) Based on the enlarged issued share capital of 1,392,396,675 Shares.

Base Case Scenario

Key Alliance Group 99,300,000 9.09 - - 198,600,000 9.09 - - 248,250,000 9.09 - - Berhad

Notes:- (1) Based on the issued share capital of 1,092,396,675 Shares as at the LPD. (2) Based on the enlarged issued share capital of 2,184,793,350 Shares. (3) Based on the enlarged issued share capital of 2,730,991,687 Shares.

34 34 Maximum Scenario

(I) (II) Assuming full granting and/or exercise of the After (I) and assuming full conversion of the As at the LPD SIS Options ICPS Substantial Direct Indirect Direct Indirect Direct Indirect Shareholder No. of Shares (1)% No. of Shares (1)% No. of Shares (2)% No. of Shares (2)% No. of Shares (3)% No. of Shares (3)%

Key Alliance Group 99,300,000 9.09 - - 99,300,000 7.49 - - 297,900,000 7.49 - - Berhad

(III) After (II) and assuming full exercise of the Warrants B Substantial Direct Indirect Shareholder No. of Shares (4)% No. of Shares (4)%

Key Alliance Group 347,550,000 7.49 - - Berhad

Notes:- (1) Based on the issued share capital of 1,092,396,675 Shares as at the LPD. (2) Based on the enlarged issued share capital of 1,325,627,677 Shares. (3) Based on the enlarged issued share capital of 3,976,883,031 Shares. (4) Based on the enlarged issued share capital of 4,639,696,869 Shares.

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35 35 9.4 Earnings and EPS

The Board expects the Proposed Rights Issue of ICPS with Warrants to contribute positively to the future earnings of the Group via the utilisation of proceeds as set out in Section 3 of this Circular.

Subsequent to the completion of the Proposed Rights Issue of ICPS with Warrants, the consolidated EPS of the Company shall be correspondingly diluted as a result of the increase in the number of XOX Shares arising from the conversion of the ICPS during the Conversion Period and/or the exercise of the Warrants B during the Exercise Period.

The potential effects of the conversion of the ICPS and the exercise of the Warrants B on the future consolidated earnings and EPS of the Company will depend on, amongst others, the Conversion Mode of the ICPS to be chosen by the holders of the ICPS during the Conversion Period and any additional contributions to earnings that may be derived from the utilisation of proceeds received from the conversion of the ICPS with cash option and exercise of the Warrants B as well as the number of Warrants B exercised at any point in time.

9.5 Convertible securities

As at the LPD, the Company has:-

(i) 51,640,400 granted SIS Options which have yet to be exercised; and

(ii) up to 181,590,602 SIS Options which may be granted pursuant to the maximum allowable amount under the SIS.

Consequential to the Proposed Rights Issue of ICPS with Warrants, the exercise price and/or number of SIS Options which have been granted but unexercised prior to the Entitlement Date may be adjusted in accordance with the provisions of the By-Laws to ensure that the status of SIS Option holders is not prejudiced as a result of the Proposed Rights Issue of ICPS with Warrants.

The necessary adjustments will only be finalised on the Entitlement Date and will be effective on the date following the Entitlement Date, and the relevant notifications to the respective holders will be issued by the Company at a later date.

Save for the above, the Company does not have any other outstanding convertible securities as at the LPD.

10. TENTATIVE TIMELINE

Subject to all relevant approvals being obtained, the Proposals are expected to be completed by the fourth quarter of 2019. The tentative timetable for the Proposals is set out below:-

Date Events

31 July 2019 EGM for the Proposals

September 2019 Announcement on the Entitlement Date Despatch of abridged prospectus, notice of provisional allotment and rights subscription form Closing date for acceptance and application for the ICPS with Warrants B

October 2019 Last day for payment and acceptance of the ICPS with Warrants B Listing and quotation of the ICPS and Warrants B

36 36 11. APPROVALS REQUIRED

The Proposals are subject to approvals being obtained from the following:-

(i) Bursa Securities for the following:-

(a) admission to the Official List and the initial listing and quotation of the ICPS and Warrants B;

(b) listing and quotation of the new Shares to be issued pursuant to the conversion of the ICPS; and

The approval of Bursa Securities was obtained on 24 June 2019, subject to, amongst others, the following conditions:-

(a) XOX and Mercury Securities must fully comply with the relevant provisions under the Listing Requirements pertaining to the implementation of the Proposed Rights Issue of ICPS with Warrants;

(b) XOX and Mercury Securities to inform Bursa Securities upon the completion of the Proposed Rights Issue of ICPS with Warrants;

(c) XOX to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities’ approval once the Proposed Rights Issue of ICPS with Warrants is completed; and

(d) XOX to furnish Bursa Securities on a quarterly basis a summary of the total number of shares listed pursuant to the conversion of the ICPS and exercise of the Warrants B respectively as at the end of each quarter together with a detailed computation of listing fees payable;

(ii) Shareholders at the forthcoming EGM for the Proposals; and

(iii) any other relevant parties / authorities, if required.

12. INTER-CONDITIONALITY

The Proposed Rights Issue of ICPS with Warrants and the Proposed Constitution Amendments are inter-conditional. The Proposed Rights Issue of ICPS with Warrants and the Proposed Constitution Amendments are not conditional upon the Proposed By-Laws Amendments.

Save as disclosed above, the Proposals are not conditional upon any other corporate exercise / scheme undertaken or to be undertaken by the Company.

13. CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION

Save for the Proposals, there are no other corporate exercises which have been announced by the Company but are pending completion as at the date of this Circular.

37 37 14. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM

None of the Directors, major Shareholders and/or persons connected to them have any interest, whether direct or indirect, in the Proposals apart from their respective entitlements under the Proposed Rights Issue of ICPS with Warrants (including the right to apply for additional ICPS under excess ICPS applications), to which all Entitled Shareholders are similarly entitled to.

15. ADDITIONAL INFORMATION

15.1 Commentary on the financial performance and financial position of XOX Group

Audited Unaudited 9-month 9-month FPE 31 FPE 31 FYE 30 FYE 30 FYE 30 March March June 2016 June 2017 June 2018 2018 2019 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000

Revenue 160,750 191,648 200,960 148,337 176,637 Cost of sales (89,625) (104,940) (110,459) (77,575) (89,867) Gross profit / (loss) 71,125 86,708 90,501 70,762 86,770 Other income 598 5,065 790 736 89 Administrative expenses (40,586) (36,737) (41,088) (34,771) (36,333) Selling & distribution expenses (40,157) (52,588) (56,098) (38,253) (51,157) Finance cost (30) (123) (120) (92) (231) PBT / (LBT) (9,050) 2,325 (6,015) (1,618) (862) Income tax expense (334) (336) (206) (59) (171) PAT / (LAT) (9,384) 1,989 (6,221) (1,677) (1,033)

Profit / (loss) attributable to:- - Owners of the parent (9,576) 2,027 (6,276) (1,713) (1,184) - Minority interest 191 (38) 55 36 151

Earnings / (loss) before interest, (4,043) 8,922 2,175 4,512 6,062 tax, depreciation and amortisation

Gross profit margin (%) 44.25 45.24 45.03 47.70 49.12 PAT / (LAT) margin (%) (5.84) 1.04 (3.10) (1.13) (0.58)

Weighted average number of 360,012 670,882 933,660 913,920 1,049,993 Shares (‘000)

EPS / (LPS) - basic (sen) (2.66) 0.30 (0.67) (0.18) (0.11) - diluted (sen) (1)- (1)- (1)- (1)- (1)-

Note:- (1) Diluted EPS / (LPS) is not presented as there were no dilutive potential ordinary shares outstanding at the end of the reporting period.

(i) 9-month FPE 31 March 2019 vs. 9-month FPE 31 March 2018

The Group’s revenue for the 9-month FPE 31 March 2019 increased by RM28.30 million or 19.08% as compared to the previous corresponding period. This was mainly due to the growth in subscribers following the launch of the new “ONEXOX BLACK” mobile plan in January 2018.

The Group’s GP margin remain relatively unchanged at 49.12% in the 9-month FPE 31 March 2019 as compared to 47.70% in the previous corresponding period.

38 38 The Group recorded a lower LAT of RM1.03 million in the 9-month FPE 31 March 2019 as compared to a LAT of RM1.68 million in the previous corresponding period (representing an improvement of 38.69%). This was mainly due to the higher revenue as described above. In FPE 31 March 2018, the Company incurred a one-off share-based payment expense as a result of SIS Options granted under the SIS.

(ii) FYE 30 June 2018 vs. FYE 30 June 2017

The Group’s revenue for the FYE 30 June 2018 increased by RM9.31 million or 4.86% as compared to the previous financial year. This was mainly due to the growth in subscribers following the launch of the new “ONEXOX BLACK” mobile plan in January 2018.

The Group’s GP margin remain relatively unchanged at 45.03% in FYE 30 June 2018 as compared to 45.24% in the previous corresponding period.

Despite the higher revenue, the Group recorded a LAT of RM6.22 million in FYE 30 June 2018 as compared to a PAT of RM1.99 million in the previous financial year. This was mainly due to the following:-

(a) higher depreciation on property, plant and equipment of RM8.20 million in the FYE 30 June 2018 as compared to RM6.53 million in the FYE 30 June 2017;

(b) higher rental of RM3.15 million in the FYE 30 June 2018 by having more stores to increase public exposure and accessibility to Group’s products and services as compared to RM1.45 million in the FYE 30 June 2017; and

(iii) FYE 30 June 2017 vs. FYE 30 June 2016

The Group’s revenue for the FYE 30 June 2017 increased by RM30.90 million or 19.22% as compared to the previous financial year. This was mainly due to the growth in subscribers and higher data usage by subscribers.

The Group’s GP margin remain relatively unchanged at 45.24% in FYE 30 June 2018 as compared to 44.25% in the previous corresponding period.

In line with the higher revenue, the Group recorded a PAT of RM1.99 million in FYE 30 June 2017 as compared to a LAT of 9.38 million in the previous financial year. However, the higher profit was partially offset by the following:-

(a) one-off impairment loss on trade receivables of RM1.73 million in the FYE 30 June 2017;

(b) higher depreciation on property, plant and equipment of RM6.53 million in the FYE 30 June 2017 as compared to RM5.14 million in the FYE 30 June 2016;

(c) higher incentive payment of RM39.39 million in the FYE 30 June 2017 as compared to RM28.88 million in the FYE 30 June 2016 in tandem with the increased in revenue; and

(d) an impairment loss of RM1.38 million on other investment in FYE 30 June 2017.

39 39 (iv) FYE 30 June 2016 vs. FYE 30 June 2015

The Group’s revenue for the FYE 30 June 2016 increased by RM69.80 million or 76.74% as compared to the previous financial year. This was mainly due to the growth in subscribers following an intensive advertising drive on the Group’s products and rewards campaign for the Group’s loyal subscribers.

The Group recorded a slightly lower GP margin of 44.25% in FYE 30 June 2016 as compared to 46.16% in the previous financial year. The slight decrease in GP margin was mainly due to a more competitive pricing strategy adopted by the Group to attract sales.

Despite the growth in revenue and GP, XOX Group recorded a LAT of RM9.38 million in FYE 30 June 2016 as compared to a PAT of RM1.17 million in the previous financial year. This was mainly due to expenses incurred for equity settled share base payment as a result of granting SIS Options of approximately RM10.60 million as well as an impairment loss recognized on investments in quoted shares of RM1.30 million during FYE 30 June 2016.

15.2 Steps taken by XOX Group to improve its financial condition

The Group’s financial performance is dependent on the growth of its subscriber base and the average revenue per user from the sales of reload cards per subscriber. In turn, this is dependent on the outlook and prospects of the mobile telecommunications industry.

The Group has in place various strategies such as marketing and promotional activities to increase brand awareness and maintain brand loyalty, subscriber retention initiatives through attractive mobile subscription packages and the introduction of innovative products and services to adapt to the dynamic changes and stay ahead of the competition in the mobile telecommunications industry.

The Group’s mobile network service subscribers consist of a mix between prepaid and postpaid subscribers. As at the LPD, the Group has a wider base of prepaid subscribers as compared to postpaid subscribers. However, the revenue contribution from the Group’s prepaid subscribers were not regular as compared to the Group’s postpaid subscribers which have provided a steadier stream of recurring revenue.

In April 2017, the Group completed the Share Issuance to raise funds for its Voopee expansion plan. The Voopee expansion plan includes the expansion of Voopee to Indonesia, the Philippines, Thailand and/or any other countries to be identified, enhancement of features and software maintenance of Voopee and expansion of network capacity of Voopee. The Board is of the view that Voopee, through its unique differentiating factor, will create an economical alternative to high mobile roaming premiums and will allow the Group to expand its subscriber base to other countries, thereby allowing the Group to widen its revenue stream.

In October 2017, the Group completed a private placement exercise to raise funds for, amongst others, marketing and branding efforts to enhance its brand name, establish strategic partnerships to create attractive media content, implement pricing and promotional strategies to attract new customers and improve customer services to enhance customer loyalty and retain existing customers. These strategies are expected to enable the Group to garner more brand awareness from consumers and increase its subscriber base and market share. In October 2018, the Group completed another private placement exercise to raise more funds for the same purposes.

40 40 15.3 Impact of the Proposals and value creation to the Group and its Shareholders

The Proposed By-Laws Amendments is not expected to have a material impact to the financial performance or financial position of the Group while the Proposed Constitution Amendments is undertaken merely to facilitate the creation and issuance of the ICPS pursuant to the Proposed Rights Issue of ICPS with Warrants.

The Proposed Rights Issue of ICPS with Warrants will enable the Group to raise funds without incurring additional interest expense, thereby minimising any potential cash outflow in respect of interest servicing costs and preserving the Group’s cash flow.

Notwithstanding the above, the consolidated EPS of the Group shall be diluted as a result of the increase in the number of XOX Shares arising from the conversion of the ICPS and/or exercise of Warrants B in the future. However, the net impact will depend on, amongst others, the Conversion Mode chosen by the converting ICPS holders, the number of Warrants exercised at any point in time and the benefits to be accrued via the utilisation of proceeds from the Proposed Rights Issue of ICPS with Warrants as well as the conversion of ICPS and/or exercise of Warrants.

Further details on the effects of the Proposed Rights Issue of ICPS with Warrants on the NA and gearing as well as the earnings and EPS of the Group are set out in Section 9 of this Circular.

As set out in Section 3 of this Circular, the proceeds to be raised from the Proposed Rights Issue of ICPS with Warrants will mainly be utilised for the expansion of the Group’s eSIM business and e-wallet function. As users begin to adopt eSIM technology or eSIM-compatible devices and assimilate e-wallet usage into their day-to-day activities, these expansion plans are expected to contribute to growth in the Group’s subscriber base.

As the Group’s revenue is expected to increase in tandem with the growth in its subscriber base, the expansion of eSIM business and e-wallet function is expected to contribute positively to the earnings of the Group and lead to an improvement in the Group’s financial position. As the Group returns to profitability, Shareholders’ value will be enhanced.

15.4 Adequacy of the Proposals in addressing the financial concerns of the Group

Premised on Sections 15.2 and 15.3 above, the effects of the Proposals as set out in Section 9 of this Circular and the industry outlook and prospects as set out in Section 8 of this Circular, the Board is of the view that the Proposals are adequate to address the Group’s current financial concerns at this juncture.

With the successful implementation of the Proposals and the utilisation of the proceeds for the intended purposes as set out in Section 3 of this Circular, the Board hopes that this will improve the financial performance of the Group.

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41 41 16. BOARD’S RECOMMENDATION

The Board, having considered the current and prospective financial position, needs and capacity of the Group, and after careful deliberation and taking into consideration the rationale and all other aspects of the Proposals, is of the opinion that the Proposals are in the best interests of the Company.

Accordingly, the Board recommends that you vote in favour of the resolutions pertaining to the Proposals to be tabled at the forthcoming EGM.

17. EGM

The EGM, the notice of which is enclosed in this Circular, will be held at Inspire I & II, Food Tree Café (under Only World Group), No. 10, Jalan Pelukis U1/46, Kawasan Perindustrian Temasya, 40150 Shah Alam, Selangor Darul Ehsan on the date and time indicated below or any adjournment thereof, for the purpose of considering and, if thought fit, passing the resolutions, with or without modifications, to give effect to the Proposals.

Date and time of the EGM : Wednesday, 31 July 2019 at 9.00 a.m.

If you are unable to attend and vote in person at the EGM, you may appoint a proxy or proxies to attend and vote on your behalf by completing, signing and returning the enclosed Form of Proxy in accordance with the instructions contained therein as soon as possible, so as to arrive at the Share Registrar’s office at 2-1 Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur not less than 48 hours before the time appointed for holding the EGM or adjourned meeting at which the person named in the instrument, proposes to vote or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.

18. FURTHER INFORMATION

You are requested to refer to the appendices for further information.

Yours faithfully, For and on behalf of the Board of XOX BHD

NG KOK HENG Executive Director / Chief Executive Officer

42 42 APPENDIX I – FURTHER INFORMATION

1. RESPONSIBILITY STATEMENT

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

2. CONSENT AND CONFLICT OF INTEREST

2.1 Mercury Securities

The written consent of Mercury Securities, being the Principal Adviser for the Proposals, for the inclusion of its name and all references thereto in the form and context in which it appears in this Circular has been given and has not been subsequently withdrawn before the issuance of this Circular.

Mercury Securities is not aware of any existing conflict of interest or any circumstances which would or is likely to give rise to a possible conflict of interest in relation to its role as the Principal Adviser for the Proposals.

2.2 Protégé Associates

The written consent of Protégé Associates, for the inclusion of its name and all references thereto in the form and context in which it appears in this Circular has been given and has not been subsequently withdrawn before the issuance of this Circular.

Protégé Associates is not aware of any existing conflict of interest or any circumstances which would or is likely to give rise to a possible conflict of interest in relation to its role as the independent market researcher for the Proposals.

3. MATERIAL COMMITMENTS AND CONTINGENT LIABILITIES

Material commitments

Save as disclosed below, as at the LPD, the Board confirmed that there are no other material commitments incurred or known to be incurred by the Group:-

Capital commitments RM‘000

Capital commitment in respect of equipment - approved and contracted for 4,658

Contingent liabilities

As at the LPD, the Board confirmed that there are no contingent liabilities incurred or known to be incurred by the Group which, upon becoming due or enforceable, may have a material impact on the financial results or position of the Group.

43 APPENDIX I – FURTHER INFORMATION (CONT’D)

4. HISTORICAL SHARE PRICES

The monthly highest and lowest market prices of XOX Shares as transacted on Bursa Securities for the past 12 months preceding the date of this Circular are as follows:-

High Low RM RM

2018 July 0.085 0.065 August 0.085 0.065 September 0.070 0.060 October 0.065 0.050 November 0.065 0.050 December 0.060 0.050

2019 January 0.065 0.050 February 0.060 0.050 March 0.060 0.050 April 0.060 0.050 May 0.055 0.045 June 0.055 0.040

Last transacted market price on 7 June 2019, being the last Market Day 0.050 immediately prior to the first announcement of the Proposals (RM)

Last transacted market price as at the LPD (RM) 0.045

(Source: Bloomberg)

5. MATERIAL LITIGATION

As at the LPD, neither the Company nor its subsidiaries are engaged in any material litigation, claim or arbitration, either as plaintiff or defendant, which has or would have a material and adverse effect on the financial position or business of the Group and, to the best of the Board’s knowledge and belief, the Board confirmed that there are no proceedings pending or threatened against the Company and/or its subsidiaries or of any facts likely to give rise to any proceedings which might materially and adversely affect the financial position or business of the Company and/or its subsidiaries.

6. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of the Company at 22-09, Menara 1MK, No. 1 Jalan Kiara, Mont Kiara, 50480 Kuala Lumpur, during normal business hours from Monday to Friday (except public holidays) following the date of this Circular up to and including the date of the EGM:-

(i) Constitution of XOX;

(ii) XOX’s audited consolidated financial statements for the FYE 30 June 2017 and FYE 30 June 2018 as well as the unaudited consolidated financial statements for the 9- month FPE 31 March 2019;

(iii) draft Deed Poll B;

(iv) letters of consent referred to in Section 2 of this Appendix I;

44 APPENDIX I – FURTHER INFORMATION (CONT’D)

(v) the Undertaking;

(vi) the draft amended By-Laws as set out in Appendix III of this Circular; and

(vii) the IMR Report referred to in Section 8 of this Circular.

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

45 APPENDIX II – DETAILS OF THE PROPOSED CONSTITUTION AMENDMENTS APPENDIX II – DETAILS OF THE PROPOSED CONSTITUTION AMENDMENTS

The Constitution of the Company shall be amended in the following manner:- The Constitution of the Company shall be amended in the following manner:- i) By inserting the following new definition in the existing Clause 3(1):- i) By inserting the following new definition in the existing Clause 3(1):- Existing provisions Proposed amendments Existing provisions- Proposed amendments - “ICPS” means Irredeemable convertible preference shares of the“ICPS” Company. means Irredeemable convertible preference shares of the Company. ii) By inserting the following new Clause 13A after the existing Clause 13:- ii) By inserting the following new Clause 13A after the existing Clause 13:- Existing provisions Proposed amendments Existing provisions- Proposed amendments - The Directors shall have the discretion to issue ICPS from time toThe time Directors and the shall ICPS have shall the confer discretion on itsto issueholders ICPS the fromfollowing time rightsto time and and privileges the ICPS and shall be subjectconfer onto theits holdersfollowing the conditions: following- rights and privileges and be subject to the following conditions:- Form and : The ICPS will be constituted by the Formdenomination and : CTheonstitution ICPS willand be willconstituted be issued by thein denomination registeredConstitution form. and will be issued in registered form. Dividend : The Company has full discretion over the Dividend : Thedeclaration Company of dividends, has full discretion if any. Dividends over the declarationdeclared and of payabledividends, annually if any. Dividendsin arrears declaredare non- cumulativeand payable and annually shall be in arrearspaid in arepriority non over-cumulative the XOX and Shares. shall be paid in priority over the XOX Shares. Board lot : For the purpose of trading on Bursa Board lot : Securities,For the purpose a board of lot tradingof the ICPSon Bursa shall beSecurities, 100 units a boardof the lotICPS, of the or ICPSsuch othershall numberbe 100 unitsof units of asthe may ICPS, be orprescribed such other by Bursanumber Securities. of units as may be prescribed by Bursa Securities. Tenure : 10 years commencing from and inclusive Tenure : 10of theyears issue commencing date of the from ICPS. and inclusive of the issue date of the ICPS. Maturity Date : The Market Day immediately preceding Maturity Date : The Market Day immediatelyth preceding the date which is the 10th anniversary fromthe date the datewhich of issueis the of 10 the ICPS.anniversary from the date of issue of the ICPS. Conversion : The ICPS may be converted into new PeriodConversion : SharesThe ICPS on anymay Market be converted Day commencing into new Period onShares and onincluding any Market the issueDay commencingdate of the ICPSon and up including to and includingthe issue thedate Maturity of the Date.ICPS Anyup toremaining and including ICPS thethat Maturityare not convertedDate. Any byremaining the Maturity ICPS Date that shallare notbe mandatorilyconverted by converted the Maturity into newDate Shares shall be at themandatorily conversion converted ratio of into2 ICPS new for Shares every at1 newthe conversion Share. ratio of 2 ICPS for every 1 new Share. Redemption : Not redeemable for cash. Redemption : Not redeemable for cash.

46 46 46 APPENDIX II – DETAILS OF THE PROPOSED CONSTITUTION AMENDMENTS (CONT’D)

Conversion : The Conversion Price of the ICPS shall Price be based on the issue price of the ICPS multiplied by the conversion ratio of 2 ICPS for every 1 new Share. The issue price of the ICPS shall be determined by the Board at a later date after obtaining the relevant approvals but before the announcement of the Entitlement Date.

Conversion : The ICPS may be converted into new Mode Shares at the Conversion Price in the following manner:-

(i) by surrendering for cancellation the ICPS with an aggregate issue price of the ICPS equivalent to the Conversion Price, subject to a minimum of 1 ICPS and a maximum of 2 ICPS for every 1 new Share; and

(ii) by paying the difference between the aggregate issue price of ICPS surrendered and the Conversion Price, if any, in cash, for every 1 new Share

Conversion (i) The conversion of the ICPS Mechanism into new Shares shall be exercised by the ICPS holders by delivering a duly completed and signed conversion notice (“Conversion Notice”) and the payment by way of banker’s draft or cashier’s order drawn on a bank operating in Malaysia or money order or postal order issued by a post office in Malaysia for the Conversion Price, if any, to the office of the share registrar of the Company during its business hours on any Market Day during the Conversion Period. The Conversion Notice is irrevocable upon receipt by the Company. A holder of the ICPS who has issued a Conversion Notice (“Converting ICPS Holder”) shall further furnish to the Company such supporting documents or information as may be prescribed by the Company or as may be required under any applicable laws or regulations from time to time. The conversion shall be 47

47 APPENDIX II – DETAILS OF THE PROPOSED CONSTITUTION AMENDMENTS (CONT’D)

carried out in accordance with such procedures as may be prescribed by any applicable laws and regulations.

(ii) All the ICPS that remain outstanding on the Market Day immediately after the Maturity Date will be automatically converted into new Shares.

(a) issue and/or allot to the relevant Converting ICPS Holders, such number of Shares to which such holders are entitled to receive by virtue of the exercise of the Conversion Rights (as defined below), credited as fully paid- up (“Conversion Shares”), and shall cause the securities account of the said holders to be credited with such number of Conversion Shares; and

(b) dispatch a notice of allotment to the relevant Converting ICPS Holders in respect of the Conversion Shares.

(iv) Once converted, the ICPS shall not be capable of reissuance.

Conversion : (i) Each ICPS carries the Rights entitlement to convert into new Shares at the Conversion Price through the surrender of the ICPS in the

48 APPENDIX II – DETAILS OF THE PROPOSED CONSTITUTION AMENDMENTS (CONT’D)

manner of the Conversion Mode; and

Adjustments : The Conversion Price and/or to Conversion Conversion Mode may be adjusted at Price and/or the determination of the Board, in all Conversion or any of the following events:- Mode (i) a bonus issue of Shares by the Company; or

(ii) a capital distribution to the Shareholders made by the Company whether on a reduction of capital or otherwise, but excluding any cancellation of capital which is lost or unrepresented by assets; or

(iii) a rights issue of Shares or convertible securities by the Company; or

(iv) a consolidation of shares, subdivision of shares or reduction of capital; or

(v) any other circumstances deemed necessary by the Board,

Ranking of : The ICPS is unsecured and shall the ICPS and upon allotment and issue rank pari liquidation passu amongst themselves and shall preference rank in priority to any other class of shares in the capital of the Company, except that:-

49 APPENDIX II – DETAILS OF THE PROPOSED CONSTITUTION AMENDMENTS (CONT’D)

(i) they will not be entitled to any dividends, rights, allotments and/or other distributions that may be declared by the Company in respect of the XOX Shares; and

(ii) they carry no right to vote at any general meeting of the Company save for the voting rights as set out under the “Rights of the holders of ICPS” section.

In the event of liquidation or winding- up of the Company:-

(ii) in the event that the Company has insufficient assets to permit payment of the full issue price to the holders of ICPS, the assets of the Company shall be distributed pro rata on an equal priority to the holders of ICPS in proportion to the amount that each holder of ICPS would otherwise be entitled to receive.

Ranking of new : The new Shares to be issued Shares to be pursuant to the conversion of the issued pursuant ICPS shall, upon allotment and to the issue, rank pari passu in all conversion of respects with the then existing the ICPS issued Shares, save and except that the holders of such new Shares shall not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid, the entitlement date of which is prior to the date of allotment and issuance of such new Shares arising from the conversion of the ICPS.

50 APPENDIX II – DETAILS OF THE PROPOSED CONSTITUTION AMENDMENTS (CONT’D)

Rights of the : The ICPS holders shall not have holders of ICPS the right to vote at any general meeting of the Company except with regard to:-

(a) on a proposal considering the reduction of the share capital of the Company (excluding any cancellation of capital which is lost or unrepresented by assets);

(b) on a proposal for the sale of the whole of the Company’s property, business and undertaking;

(d) on a proposal to wind-up the Company; and

(e) during the winding-up of the Company,

in which case, the ICPS holders shall be entitled to vote at any general meeting whereby every ICPS shall on a poll, carry 1 vote for each XOX Share into which the ICPS may be converted into, based on the conversion ratio of 2 ICPS for every 1 new Share.

Listing : The ICPS will be listed and traded on the ACE Market of Bursa Securities.

51 APPENDIX II – DETAILS OF THE PROPOSED CONSTITUTION AMENDMENTS (CONT’D)

The ICPS shall be transferable in the manner provided under the Securities Industry (Central Depositories) Act, 1991 and the Rules of Bursa Depository.

Modification of : The Company may from time to rights time with the consent or sanction of all the holders of the ICPS make modifications to the terms of the ICPS.

Governing laws : The laws of Malaysia.

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

52 APPENDIX III – DRAFT AMENDED BY-LAWS

XOX BHD (900384-X) (Incorporated in Malaysia)

BY-LAWS OF THE SHARE ISSUANCE SCHEME

1. DEFINITIONS AND INTERPRETATION

1.1 In these By-Laws, the following words shall unless the context otherwise requires, bear the following meanings:

“Act” : Companies Act, 1965 2016, as amended from time to time, and any re-enactment thereof. “Adviser” : A corporate finance adviser responsible for making submissions to the Securities Commission Malaysia for corporate proposals, as defined in the Principal Adviser Guidelines issued by the Securities Commission Malaysia.

“Board” or “Directors” : Board of Directors of the Company. “Bursa Securities” : Bursa Malaysia Securities Berhad. “By-Laws” : The terms of the Scheme as set forth in these By-Laws, as may be amended from time to time in accordance with this By-Law. “CDS Account” : A Central Depository System account opened with Bursa Malaysia Depository Sdn Bhd for the recording of deposit and withdrawal of securities and for dealing in securities by a depositor. “CDS” : Central Depository System. “Date of Expiry” : The last day of the duration of the Scheme as defined in By-Law 19. “Date of Offer” : The date on which an Offer (including any subsequent Offers) is made by the Committee in writing to any Eligible Employee to participate in the Scheme.

“Disciplinary Proceedings instituted by a company in the Group against a Grantee employed by that company for any Proceedings” alleged misbehaviour, misconduct and/or any other act of the Grantee deemed to be unacceptable by that company in the course of that Grantee’s employment, whether or not such proceedings may give rise to a dismissal or termination of the contract of service of such Grantee. “Effective Date” : The date the Scheme takes effect being the date on which the last of the approvals and/or conditions referred to in the By-Law 19.1 have been obtained and/or complied with. “Eligible Employee” : Any employee or Director of the XOX Group who fulfills the criteria of eligibility for participation in the Scheme under By-Law 3.

53 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

“SIS Committee” : The committee duly appointed and authorised by the Board to implement and administer the Scheme. “Director” : A director of the Group including an executive and non-executive director. “Exercise Price” : The price at which a Grantee shall be entitled to subscribe for one (1) new Share pursuant to the exercise of Option as set out in By-Law 7. “Grantee” : An Eligible Employee who has accepted the Offer or any part thereof of an Option in the manner as indicated in By-Law 6. “Listing : The ACE Market Listing Requirements of Bursa Securities Requirements” including any amendments that may be made from time to time. “Market Day” : Any day on which Bursa Securities is open for trading in securities. “Maximum Allowable : The aggregate maximum number of new Shares that may Allotment” be offered and allotted and/or transferred to any one category/designation of Eligible Employees as indicated in By-Law 5. “Offer” : Written offer by the SIS Committee to an Eligible Employee to participate in the Scheme as indicated in By-Law 4. “Option Period” : The period commencing from the Date of Offer and expiring at the end of five (5) calendar years from the Effective Date or such other period as may be specifically stated in the Offer provided that no option period shall extend beyond the duration referred to under By-Law 19.2 or in the event of a termination of the Scheme, the date of termination of the Scheme. “Option” or “Options” : The right of a Grantee to subscribe for new Shares at the Exercise Price pursuant to the contract constituted by acceptance of an Offer by an Eligible Employee in the manner indicated in By-Law 6. “RM” and “sen” : Ringgit Malaysia and sen respectively. “Scheme” : The employees’ share issuance scheme established by these By-Laws for the grant of Options to selected Eligible Employees to subscribe for new Shares upon the terms as set out herein, as may be amended, varied and/or supplemented from time to time in accordance with By-Law 14.

“Senior Management” : Any employee of the Group who falls within the grading as determined by the SIS Committee from time to time.

“Shares” : Ordinary shares of RM0.10 each in XOX or such other par value in existence at any point in time during the duration of the Scheme in the Company. “VWAMP” : Volume weighted average market price. “XOX” or “Company” : XOX Bhd. “XOX Group” : Collectively, XOX and its subsidiaries (other than a or “Group” subsidiary which is dormant) as defined in the Act.

54 54 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

1.2 In these By-Laws:

(a) any reference to a statutory provision shall include a reference to: (i) any subsidiary legislation made from time to time under that provision; (ii) any listing requirement, policy and/or guideline of Bursa Securities (in each case, whether or not having the force of law but, if not having the force of law, the compliance with which is in accordance with the reasonable commercial practice of persons to whom such requirement, policy and/or guideline are addressed by Bursa Securities); (iii) that provision as from time to time modified or re-enacted, whether before or after the date of these By-Laws, so far as such modification or re- enactment applies or is capable of applying to any Option offered and accepted within the duration of the Scheme; and (iv) any past statutory provisions (as from time to time modified or re- enacted) which such provision has directly or indirectly replaced;

(b) the headings to the provisions are for convenience only, and shall not be taken into account in the interpretation of these By-Laws;

(c) any word importing: (i) the singular meaning includes the plural meaning and vice versa; and (ii) the masculine gender includes the feminine and neuter genders;

(d) any liberty or power which may be exercised, and/or any determination which may be made, under these By-Laws by the SIS Committee may be exercised in the SIS Committee’s sole discretion; and

(e) if an event is to occur on a stipulated day which is not a Market Day, then the stipulated day will be taken to be the first Market Day after that day.

2. MAXIMUM AMOUNT OF SHARES AVAILABLE UNDER THE SCHEME

2.1 The maximum number of new Shares which may be made available under the Scheme shall not exceed in aggregate Thirty per centum (30%) or such maximum percentages as allowable by the relevant authorities, of the total number of issued and paid-up share capital Shares of the Company (excluding treasury shares) at any point in time during the duration of the Scheme and includes any extension thereof.

2.2 Notwithstanding By-Law 2.1, in the event the Options granted exceed the aforesaid thirty per centum (30%) limit of the total number of issued and paid-up ordinary share capital Shares of the Company (excluding treasury shares), as a result of the Company purchasing its own Shares in accordance with the provision of Section 67A 127of the Act or the Company undertakes any other corporate proposal and thereby reducing its issued and paid-up share capital, then all Options granted prior to the adjustment of the issued and paid-up share capital of the Company shall remain valid and exercisable in accordance with the terms of the Scheme. However, no further Offers shall be made at any point after the said purchase of own Shares and during the duration of the Scheme unless the amount of Options which have been granted under the Scheme, falls below thirty per centum (30%) of the total number of issued and paid-up capital Shares of the Company (excluding treasury shares).

2.3 The Company will, during the duration of the Scheme make available sufficient number of unissued Shares in the capital of the Company (whether in the form of new Shares to be issued under the Scheme or the aggregate number of new Shares together with existing Shares made available for the purpose of the Scheme) to satisfy all outstanding Options which may be exercisable from time to time. 55 55 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

3. ELIGIBILITY

3.1 An Eligible Employee who meets the following criteria as at the Date of Offer shall be eligible to participate in the Scheme:

(a) if he has attained the age of eighteen (18) years on the Date of Offer and is not an undischarged bankrupt;

(b) if he is employed on a full time basis (excluding employment on contract for services or part-time basis) and has been in the employment of the XOX Group for a period of at least three (3) months of continuous service prior to and up to the Date of Offer, and his employment must have been confirmed in writing on or prior to the Date of Offer; and

(c) if he fulfills any other criteria and/or falls within such category that the SIS Committee may from time to time at its absolute discretion determine.

3.2 The eligibility and number of Options to be offered to an Eligible Employee under the Scheme shall be at the sole and absolute discretion of the SIS Committee and the decision of the SIS Committee shall be final and binding. In the event an Eligible Employee is a member of the SIS Committee, such Eligible Employee shall abstain and refrain from participating in the deliberation or discussion of his/her own allocation of the Options.

3.3 No Eligible Employee can participate in more than one (1) share option scheme implemented by any company of the Group that is in force for the time being.

3.4 Eligibility under the Scheme does not confer on an Eligible Employee a claim or right to participate in or any rights whatsoever under the Scheme and an Eligible Employee does not have any rights to acquire or have any rights over or in connection with the new Shares to be allotted and/or transferred in connection with the Scheme unless an Offer has been made by the SIS Committee to the Eligible Employee and the Eligible Employee has accepted the Offer in accordance with the terms of the Offer and the Scheme.

3.5 Any Eligible Employee who holds more than one (1) position within the Group and by holding such position is an Eligible Employee, shall only be entitled to the Maximum Allowable Allotment of any one category. The SIS Committee shall be entitled at its discretion to determine the applicable category.

3.6 No Employee or Director of a dormant company within the Group shall be eligible to participate in the scheme.

4. OFFER

4.1 The SIS Committee shall, within the duration of the Scheme, make Offer to any Eligible Employee whom the SIS Committee may in its discretion select to subscribe for the new Shares.

4.2 The actual number of new Shares which may be offered to a selected Eligible Employee under an Offer shall be at the discretion of the SIS Committee and shall not be less than one hundred (100) Shares and shall always be in multiples of one hundred (100) Shares not more than Maximum Allowable Allocation.

4.3 Nothing herein shall prevent the SIS Committee from making more than one (1) Offer to each selected Eligible Employee provided always that the total aggregate number of new Shares to be so offered to each selected Eligible Employee shall not exceed the Maximum Allowable Allotment of the selected Eligible Employee over the duration of the Scheme.

56 56 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D) APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

4.4 No Offer shall be made to Directors of the Company or any person(s) connected to 4.4 aNodOirefferctorshallor bea smuadebstantito aDlireschartoresholofdether Cofompanythe Compor anyany peurnsolenss(s)thcoenirnespctecdificto a director or a substantial shareholder of the Company unless their specific entitlement under the Scheme shall have been approved by the shareholders of the eCompanyntitlementinundgeneer rtheal mSecehteinmeg. shall have been approved by the shareholders of the Company in general meeting.

4.5 The Offer shall automatically lapse and be null and void in the event of the death 4.5 ofThetheOfsfereleshctaeldl autEliogmatibleicEmallypllapoyseee andor thebe nsuellleandctedvoEidliginibtleheEempventloyofeethecedaesathing of the selected Eligible Employee or the selected Eligible Employee ceasing to be employed by the Group for any reason whatsoever prior to the acceptance toof thebe eOfmpfelrobyyedthbye sethelectGerdoupEligfiorbleanyEmpreloasonyee inwhtheatsmoaenvenrerpsrieotroutto thein Bayc-Lcaewpta6.nce of the Offer by the selected Eligible Employee in the manner set out in By-Law 6.

4.6 Each Offer shall be made in writing and is personal to the selected Eligible 4.6 EEampchloyOefeferandshialls nonbe-assmaignade binle.writing and is personal to the selected Eligible Employee and is non-assignable. 5. BASIS OF ALLOTMENT AND MAXIMUM ALLOWABLE ALLOTMENT OF SHARES 5. BASIS OF ALLOTMENT AND MAXIMUM ALLOWABLE ALLOTMENT OF SHARES

5.1 The Directors and any member of the Senior Management shall abstain and refrain 5.1 fTromhe Dpiarertcicitoprsatingand ianyn themedmelibbeerratiof othneorSednisiorcussMaionnagofemheisnt/heshr aownll abstalaloicnatianodn rofefrtheain from participating in the deliberation or discussion of his/her own allocation of the Options. The aggregate maximum number of new Shares that may be allocated to Optan Eions.ligiblTehEempaggloryeegatee shmallaximumbe detenumrminbedr obyf nethew SSharIS eCsommthat imtteaye atbeialtslosocatleedandto an Eligible Employee shall be determined by the SIS Committee at its sole and absolute discretion, after taking into consideration, amongst other factors, the absoEligiblutele Empdisclroeyteeion,’s apfteerfor rtakingmance,intogracdone sandideratisuchon, aotmhoengstr factoothrserthatfactothres, SthISe Eligible Employee’s performance, grade and such other factors that the SIS Committee may deem relevant subject to the following: Committee may deem relevant subject to the following:

(a) the total number of XOX Shares to be made available under the Scheme (a) shthea ltotall not enumxcebeedrtheof XOXamountShsatriepuslattoebed inmaByd-Lawe avai2.1;labandle under the Scheme shall not exceed the amount stipulated in By-Law 2.1; and

(b) not more than ten per centum (10%) of the new Shares available under (b) tnothe Smochreemethanaretealn lopceatedr centumto any(10E%lig)iboflethEempnelowyeSeharwho,es aevitahielabr sleingundly orer the Scheme are allocated to any Eligible Employee who, either singly or collectively through persons connected with the Eligible Employee (as cdoelfliencetdiveinlyththeroLuistghingpeRrseoqnsuir ecmonenntsec),tehdolwdsithtwentythe EpligeirblceenEtummplo(20ye%e )(asor defined in the Listing Requirements), holds twenty per centum (20%) or more of the total number of Shares issued and paid-up share capital of the moreCompanyof th(eextotalclud inumberng treas ofur ySharessharesi)ssu. ed and paid-up share capital of the Company (excluding treasury shares). provided always that it is in accordance with the Listing Requirements, or any provided always that it is in accordance with the Listing Requirements, or any prevailing guideline issued by Bursa Securities or any other relevant authority, as pamreevanidliengd frguomidetimelinetoistsimueed. by Bursa Securities or any other relevant authority, as amended from time to time. 5.2 (a) An Eligible Employee who is promoted to a higher grade during the 5.2 (a) An Eligible Employee who is promoted to a higher grade during the duration ofdurtheationScheme may be eligible for consideration for additional Options to of the Scheme may be eligible for consideration for additional Options to be decided by the SIS Committee at its discretion, up to the Maximum AbellodweabcidleedAllbyotmtheentSfIoSr Comthe gmriattdeee toat iwtshicdihscrtheetion,EligupibletoEthemplMoyaexeimumhas Allowable Allotment for the grade to which the Eligible Employee has been promoted, less the number of Options already then offered to the EbeeliginbleprEompmoltoeyd,eel.ess the number of Options already then offered to the Eligible Employee.

(b) In the event that an Eligible Employee is moved to a lower grade, (b) tIhnetfohelloewviengntprthatovisianonsEshligailbl lappe Emly: ployee is moved to a lower grade, the following provisions shall apply: (i) the number of Options that can be offered to the Eligible Employee (i) the number of Options that can be offered to the Eligible Employee shall be reduced in accordance with the Maximum Allowable Ashallllotm beent ofreduthecegdradine tahcce EorlidganiblceeEmpwithlo ytheee isMmaoxvimumed to ; Allowable Allotment of the grade the Eligible Employee is moved to; (ii) in the event that the total number of Options which have been (ii) in the event that the total number of Options which have been accepted by the Eligible Employee up to the date he is moved to tahcecelowerpted bygradethe isEliggriebatleeEr mpthanloyheies Mupaxtoimtuhme dAatellowhabe lies moAllotvemdetont the lower grade is greater than his Maximum Allowable Allotment under such lower grade, he shall be entitled to continue to hold and eundxerecrisesuchall luonweexregrrcaisdeed, hOpte sihonsall beheeldntbyitlehdimto oncontsuincuhedatotholde butand no exercise all unexercised Options held by him on such date but no further Offer shall be made to him unless and until he is subsfurtheerquOentfferly shallmovedbetomaadehightoer himgradeunsolessthatandhisuntMilaxheimumis subsequently moved to a higher grade so that his Maximum Allowable Allotment is increased to an amount greater than the total nAullmbowaberloefAOptllotmionsentwishicincrh heavaseedbetoenanacacmounteptedgbyrehatim;er tahndan the total number of Options which have been accepted by him; and 57 57 57 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

(iii) in the event that the total number of Options which have been accepted by him up to the date he is moved to the lower grade is less than his Maximum Allowable Allotment under such lower grade, he shall be entitled to continue to hold and exercise all unexercised Options held by him on such date and, subject to the discretion of the SIS Committee, to be offered further Options up to his Maximum Allowable Allotment under such lower grade.

(c) In the event that an Eligible Employee shall fall into more than one grade and the amounts of the Maximum Allowable Allotment under such grades are different, then the Maximum Allowable Allotment for the Eligible Employee will be determined at the discretion of the SIS Committee.

(d) The SIS Committee shall be entitled to determine the Maximum Allowable Allotment in relation to each class or grade of employees and Directors from time to time and the Maximum Allowable Allotment for each class or grade of employees and Directors from time to time applicable shall be clearly notified to the employees of the Group either by way of a posting on notice board in the offices of the XOX Group or notification in writing to the employees.

5.3 The SIS Committee shall on each Offer be entitled at its absolute discretion, after taking into consideration the performance of an Eligible Employee under a review period to be decided by the SIS Committee, determine the number of new Shares to be offered to the Eligible Employee under the Scheme. The Offer to an Eligible Employee may vary from period to period depending on the performance of the Eligible Employee during the period under review. The SIS Committee may also decide not to make an offer to an Eligible Employee during the period under review.

5.4 The number of new Shares so offered for subscription pursuant to the Scheme shall be verified by the SIS Committee and the Company’s external auditors as part of its audit exercise, which shall be disclosed in the Company’s annual report.

5.5 A set of criteria on employee eligibility and allocation shall be clearly specified and all employees shall be made aware of it through notification in writing or posting on notice boards.

5.6 The SIS Committee shall have the absolute discretion in the determination of the eligibility, duration and the schedule for the allocation of the option within the duration of the Scheme

6. ACCEPTANCE OF OFFER

6.1 An Offer made by the SIS Committee shall be valid for thirty (30) calendar days from the Date of Offer or such longer period as may be determined by the SIS Committee at its discretion on a case by case basis (“the Validity Period”). The acceptance of an Offer shall be made by way of a written notice to the SIS Committee. In the event that the selected Eligible Employee fails to accept the Offer within the Validity Period, the Offer shall be deemed rejected by the Eligible Employee and shall be null and void, and of no effect.

6.2 Acceptance of the Offer by the selected Eligible Employee shall be accompanied by the payment of Ringgit Malaysia One (RM1.00) only or such other amount as may be determined at the discretion of the SIS Committee as non-refundable consideration for the Offer. The date of receipt by the SIS Committee of the written notice mentioned in By-Law 6.1 above shall constitute the date of acceptance by the Eligible Employee.

58 58 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

6.3 Within thirty (30) days after due acceptance of the Offer in accordance with By- Law 6.2, the SIS Committee shall issue to the Grantee a certificate of Option (“Option Certificate”) in such form as may be determined by the SIS Committee.

6.4 If an offer is not accepted in the manner aforesaid, the offer shall automatically lapse upon the expiry of the Validity Period. The number of options offered in the lapsed offer shall be deducted from the Maximum Allowable Allocation or the balance of the Maximum Allowable Allocation of the Eligible Employee, and the Eligible Employee shall not be entitled to be offered.

6.5 All written notice mentioned in By-Law 6.1 above by a non-executive director in the Group shall impose and implied undertaking on the said non-executive director that he will not sell, transfer or assign the XOX Shares obtained through the exercise of the Options offered to him within one (1) year from the Date of Offer.

7. EXERCISE PRICE

7.1 The price at which an Eligible Employee is entitled to subscribe for new Shares pursuant to the exercise of an Option, to be determined by the Board upon recommendation of the SIS Committee, and which shall be the higher of the following:

(a) at a discount of not more than ten per centum (10%) of the 5-day VWAMP of the Shares, as quoted on Bursa Securities immediately preceding the Date of Offer, or such lower or higher limit in accordance with any prevailing guideline issued by Bursa Securities or any other relevant authority as amended from time to time.; or (b) the par value of the Share.

7.2 The Exercise Price as determined by the SIS Committee shall be conclusive and binding on the Grantee and shall be subject to such adjustments as stipulated under the By-Laws or as may be amended by the relevant authorities from time to time.

8. EXERCISE OF OPTION

8.1 An Option can be exercised by the Grantee by notice in writing to the Company:

(a) during his employment with the XOX Group; and

(b) within the Option Period;

during the normal business hours of the Company on the last Market Day of every calendar week, or such other period of time as the SIS Committee may in its discretion allow, provided that no Option shall be exercised beyond the Date of Expiry. The notice of exercise (which shall state the Grantee’s CDS Account number) shall be accompanied by a remittance in Ringgit Malaysia made out in favour of the Company, in the form of bankers draft or cashiers’ order, for the full amount of the subscription monies for the new Shares in respect of which the notice of exercise is given.

8.2 An Option may be exercised in full or in part provided that such exercise of the Option shall be in multiples of 100 Shares or such other multiples as the SIS Committee may in its discretion allow. Partial exercise of an Option shall not preclude the Grantee from exercising the Option as to the balance thereof at any time in the future but within the Option Period.

59 59 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

8.3 Options which are exercisable in a particular year but are not exercised may be carried forward to subsequent years subject to the Option Period. Any Options which remain unexercised at the expiry of the Option Period shall be automatically terminated.

8.4 Within eight (8) Market Days (or such other period as may be prescribed by Bursa Securities) of receipt of the duly completed notice of exercise, the relevant Option Certificate and full remittance from the Grantee of the said subscription monies, the Company shall, subject to the Articles of Association Constitution of the Company and the Listing Requirements, allot the relevant number of new Shares to the Grantee, despatch notice of allotment to the Grantee and unless a blanket approval for the listing and quotation of the new Shares has been obtained by the Company, make an application to Bursa Securities for the listing and quotation of the new Shares arising from the exercise of the Option. The new Shares to be issued pursuant to the exercise of an Option under the Scheme shall be credited directly into the CDS Account of the Grantee or his financier (which must be a commercial bank or finance company licensed under the Banking And Financial Institutions Act, 1989 Financial Services Act, 2013), as the case may be. No physical certificates will be issued and delivered to the Grantee.

8.5 In the event of any take-over offer being made for the Company by a general offer or otherwise, and such take-over offer becoming or being declared unconditional, the Grantee shall be entitled, within six (6) months from the date on which such take- over offer becomes or is declared unconditional, to exercise in full or in part any Option as yet unexercised, provided that if during such period of six (6) months a party becomes entitled or is bound to exercise the rights of compulsory acquisition under the provisions of the Act or the Capital Market and Services Act, 2007, and gives notice to the Company that it intends to exercise such rights on a specified date, the Option shall remain exercisable by the Grantee until the expiry of that specified date. In the foregoing circumstances, if the Grantee elects to exercise the Option in respect of only a portion of such new Shares, then the Option in relation to the balance thereof shall automatically lapse and be null and void.

8.6 The Company, the Board and the SIS Committee shall not under any circumstances be held liable to any person for any costs, losses, expenses, damages or liabilities whatsoever and howsoever arising in the event of any delay on the part of the Company in issuing and allotting the new Shares or in procuring the Bursa Securities to list the new Shares subscribed for by a Grantee or any delay in receipt or non- receipt by the Company of the notice to exercise the Options or any offers.

8.7 Notwithstanding anything to the contrary herein contained, the SIS Committee shall have the right at its discretion by notice in writing to that effect, to suspend the rights of any Grantee who is subject to Disciplinary Proceedings to exercise his Option pending the outcome of such Disciplinary Proceedings. In addition to this right of suspension, the SIS Committee may impose such terms and conditions as the SIS Committee shall deem appropriate in its discretion, on the right of exercise of the Option having regard to the nature of the charges made or brought against such Grantee provided always that:

(a) in the event such Grantee is found not guilty of the charges which gave rise to such Disciplinary Proceedings, the SIS Committee shall reinstate the rights of such Grantee to exercise his Option;

(b) in the event such Grantee is found guilty resulting in the dismissal or termination of service of such Grantee, the Option shall immediately lapse and be null and void and of no further force and effect upon pronouncement of the dismissal or termination of service of such Grantee; and

60 60 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D) APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

(c) in the event such Grantee is found guilty but no dismissal or termination (c) ofin tsheerveicveentis sruchecomGmrantenededis, tfouhenSdISguComilty butmittnoee dshismalilsshaalveor thetermringhtationto ofdetseermrviinece atis irtsecdoimscmreetniondedwh, tehetheSrISor Comnot mthietteGerantshaelle hmavaey thecontrinightue to dexeetercrmisienehatis Optits dioniscrandetionif whso,ethtoerimorposenot sthuche Gtreantrmseeamndayconcontditiinonsue to(if eanxeyr)casiseithdiseeOptmsionappandropriiafteso,, ontosuchimpeosexercsisuche. terms and conditions (if any) as it deems appropriate, on such exercise. The Company, the Board and the SIS Committee shall not under any circumstances TbehehComeld lpiabany,le thtoe Baonayrdpaendrsothen fSorISanyComcmosts,ittee slohallssenots, undexpernanyses,cidrcaumamstgaencs eors bliabe hileitileds lwhiabaletsotoevearndyuepetorsoorn afroisringanyfromcosts,the dleocissseions, oefxptheensSeIs,S Codammamgitteese orto liteabrmiliitnaiestewh, suspatsoeendverordothue etorworiseairmispingosefrdomcontheditionsdecionsiontheofritheghtsSofIStheComGrmantitteeee to teexremrcinaiseteh, isusps Opteindon.or otherwise imposed conditions on the rights of the Grantee to exercise his Option. 8.8 The failure of any Eligible Employee to comply with the procedures specified by 8.8 theTheSfIaSilComure ofmianyttee orElitogibplreovEmpide inloyfoerme ationto comasprelyquwirithed theby thperoCompacedurensyspinethecifienotd icbye theto eSxeISrciComse ormiittneaeccorurtoacpyroinvidetheinCDSformationAccountas renquumirebderbyprtohveidCompaed shanllyrienstheult ninottiche tonoteicxertocisexorerciinsaecbcueirngacyreinjecthetedCDSat theAcdcisountcretinonumofbetrheprSovISideComd shmailttl erees.uTlthein SthISe notCommice itotteexshallerciseinfbeoirngm rtheejecGterdanatteetheofdisthecretrieonjecoftiontheofSItheS Comnotmiceittetoe. TexheerciSsISe Cwoithmmin ittteene shall(10) Minfarokremt daysthe GDaysranteferomofththee daretejeofctionthe ofrejethectionnotaicnde theto eGrxeanrcitese wshallithinnotte nhav(10)e deMemarekde ttodayshaveDaysexercifrsomed thhise/hdaerteopoftion.the rejection and the Grantee shall not have deemed to have exercised his/her option. 9. RIGHTS ATTACHING TO THE NEW SHARES 9. RIGHTS ATTACHING TO THE NEW SHARES 9.1 The new Shares to be allotted and issued upon any exercise of the Option will 9.1 uponThe nesuchw Shaallrotesmetontbeandalliottssuaednandce, riasnksuepad ruponi passuanyinexaellrcreissepeofctsthewithOpthetionthwienll uponexistingsuchissuaeldlotandmentfulalyndpaiisdsua-upnschea,reracnkapipatalrofi pathsesuComin paany,ll resspaveectsandwithexcetheptththaten ethexisntiengw Sissuhareedsandso issufulleydpawiidll-notup sbehareenctiaptleditatol ofanytherComight,pdany,ividesnd,aveaandllotmeexntceaptnd/thator oththeenrefowrSmhsarofesdsoistirissubuteiond wwillhnotere bethee netntitlietldemtoentanydartieght,predcievdideesnd,thearlleotlemvantent daantd/e oofr othalloetmr foentrmofs ofthedinsteriwbuStihonarews.heFreorthethe entpurpoitlemseenthdaereteof,prethecede“Es thentitlemerelevantnt daDatteeof” amlleoatmnsenttheofdatethe nasewatShthaeres.cloFsore ofthebupurposinessseonherweof,hichtheshare“Ehonldtitlemeers of XntOXDat muste” mbeearengsisttheeredated as aasmatemthber candlosewofhosebusninaemssesonappweharichinshathererhoeclodredrsofof dXeOXpos mustitors bemairntegaiistneedrewdithasBaurmsaemMbaelrayandsia DwehosepositonarymSesdnapBphdearininorthederrtoecopardrtoficipdateeposinitoanyrs mright,aintadiniveidewndith, aBlluotrsamentMaalaynd/orsia Dotehpeorsifotorrmsy Sdnof dBihdstribuin toiornd.erTtohepaOptrticiionpateshallin anynot rciaght,rry anydividreightnd,toallvototemeatntanyand/orgeneotrahlemr efoertimsng ofofthedistCriobumpany.tion. TTheheOptnewionSharshalles notwill cbearrsuy anybjecrtightto atoll thvotee pratovanyisionsgenoef rtheal mAeretictinlegsofoftheAssCoocmpany.iation ConstitutionThe new Shareofs wtheill beCompanysubjectrtoelatalilngthetopvrotovingisionstransoffether, transArticmleisss iofonAssando/ocirationotherConstitutionwise of the Sharofes.the Company relating to voting transfer, transmission and/or otherwise of the Shares. 9.2 In respect of existing Shares to be transferred to the Grantee, such Shares will not be 9.2 Inentitled respect to ofany existing dividends, Shares rights, to be allotments transferred and/or to the other Grantee, distributions, such Shares which will may not be declared,entitled to madeany dividends, or paid to rights, shareholders, allotments the and/or entitlement other datedistributions, of which whichis prior may to thebe datedeclared, on which made the or existing paid to Shares shareholders, are credited the entitlement into the CDS date Accounts of which of theis prior respective to the Grantees.date on which the existing Shares are credited into the CDS Accounts of the respective Grantees.

10. ALTERATION OF CAPITAL AND ADJUSTMENTS 10. ALTERATION OF CAPITAL AND ADJUSTMENTS 10.1 In the event of any alteration in the capital structure of the Company during the 10.1 OptIn thione ePveerintodo,fwahnyethaelrterbationy wayinofthrieghtscapissitaluests,rucbonusture ofisstuhees,Croempanyductiondoufricngapithetal, cOptonsoionlidationPeriod,owr hsubethdeirvibsyionwayof oSfhriaghtsres orissuothes,erbcaonuspitalisisatsueions, riessduucetsionhoowsof caepvitaerl, scuonsoch cliodationrresponodr ingsubadjustmdivisionentsof S(ihf anrey)s sorhallothbeermcaadpeitalto:isation issues howsoever, such corresponding adjustments (if any) shall be made to: (a) the Exercise Price; and/or (a) the Exercise Price; and/or (b) the number of new Shares comprised in an Option so far (b) uthenexneurcimbseedr, of new Shares comprised in an Option so far unexercised, as necessary to give a Grantee the same proportion of the issued and paid-up capital totalas ne numbercessary ofto gissuedive a G Sharesrantee tofhe thesameComppropoanyrtioasn ofattheto issuwhicehd andhe waspaid-eupntitcleapdittoal ptotalrior numberto the evof eissuednt givi ngSharesrise ofto thesuchCompadjustanymeasntsatandto whimacyhbeheawasdjusteendtitatledtheto absprioroluteto thediscevreteionnt gofivitheng Brisoeard,to wsuchho shouadjustld maccentsordiandngly massayesbes theadjpusratcetdicalatitytheof cabsomoplutelyingdiwscithretthione reofqutheiremBeont,ard,prowvhoideshoud alwldaysaccthat:ordingly assess the practicality of complying with the requirement, provided always that: 61 61 61 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D) APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

(a) any adjustment to the Exercise Price shall be rounded down to the nearest (a) any adjustment to the Exercise Price shall be rounded down to the nearest (a) anyone ad(1)justmsene,ntantodthnoe EadxejrucstmiseePntricetoshtheall bEexerourcinsdeedPrdownice shallto thebenemaraedste one (1) sen, and no adjustment to the Exercise Price shall be made onewhich(1)wouldsen,reasnudlt innotheadShjustmareetontbetoisstheuedExaterlceissse thanPricetheshallpar vbealuemandade whiif suchch wouldan ardejustsulmt inentthewoShuladr ebutto befor issthiusepdroatvilseisson thanhavethesopraresuvaltleud,e andthe if such an adjustment would but for this provision have so resulted, the Eif xsucherciseanPriacdejustpayabmentle swhallouldb ebutthefporarthviasluperoofvithesionShhaavere; so resulted, the Exercise Price payable shall be the par value of the Share; (b) in the event that a fraction of a Share arising from the adjustment referred (b) in the event that a fraction of a Share arising from the adjustment referred (b) toin ithen theisvBenty-Lthataw woa frauldctotiohneofrwiaseShbearreqaurirseingd tofrbeomisthesueadjustmd upon theenterxeefercrriesde toof inanthOptis Biyon-LawbywotheuldGotrantheerew,isthee beGrreanquteeired’stoentbeitliesmsueentd uponshall thebe erounxercdiesde of an Option by the Grantee, the Grantee’s entitlement shall be rounded odownf an toOpttheionnebyaretsthewhoGrantle neuemb, theer;Grantee’s entitlement shall be rounded down to the nearest whole number; (c) upon any adjustment being made pursuant to this By-Law, the SIS (c) upon any adjustment being made pursuant to this By-Law, the SIS (c) uponCommittee any shalladjustnotmeintfy tbheeinGg rantmaedee (porurshuisantle galto threipsreBsey-ntaLatwive, sthewheSIrSe Committee shall notify the Grantee (or his legal representatives where appCommitteelicable) shallin wrnotitingifyinfothermGingrantheime (ofor thehis adjustlegal erdepErexseercntaisetivePsrice,whethere appadjuslictaebdlen)umbin ewrriotingf ShinfoarermciongmphrismedofinthetheadjustOpteiond Eaxnd/orercisemPericthode, theof adjusted number of Share comprised in the Option and/or method of eadxejusrctiseed nofumbtheerOptof iShona(rwehecroempaprpisliceadblien); the Option and/or method of exercise of the Option (where applicable); (d) such adjustment should give the Grantee the same proportion of the issued (d) such adjustment should give the Grantee the same proportion of the issued (d) suchshareacdapjustitaml eofnttheshoCuoldmgpianyve theas Gthatranttoeewthhicehsahemewaspropoentrittiloned ofpritohretoissuecdh share capital of the Company as that to which he was entitled prior to such ashalterationse capitianl theof thecapCitalomsptranyuctuasre othatf thetoCompawhich nhey; was entitled prior to such alterations in the capital structure of the Company; (e) where such adjustment will be made but it is not practicable to ensure that (e) where such adjustment will be made but it is not practicable to ensure that (e) whereall Grantees such adjustmentare given the will same be made proportion but it isof notthe practicablecapital as to to that ensure to which that all Grantees are given the same proportion of the capital as to that to which theyall Grantees were previously are given entitled the same to, theproportion Company, of the in suchcapital circumstances, as to that to which must they(if applicable were previously and pursuan entitledt to to,a requirement the Company, under in suchthe Listing circumstances, Requirements) must (if applicable and pursuant to a requirement under the Listing Requirements) seek(if applicable a waiver and from pursuan Bursa tSecurities, to a requirement together under with the justifications; Listing Requirements) and seek a waiver from Bursa Securities, together with justifications; and (f) if no adjustment is to be made, the SIS Committee shall notify such decision (f) if no adjustment is to be made, the SIS Committee shall notify such decision (f) toif noallaGdrjantustmeeesnt(oris htoisbelegmade,al reprtheesentatSISiveCosmwmhiettreeeashallpplicabnolteify). such decision to all Grantees (or his legal representatives where applicable). Provided that any adjustment, other than an adjustment in relation to a capitalisation Provided that any adjustment, other than an adjustment in relation to a capitalisation iPrssuoveid, ewidllthatbe suanybjeacdt justto cmonfent,irmatothioner tihnanwriantingadfrjousmtmtheentComin replanyation's Auto daitcoaprs iexternaltalisation iauditorsssue, wil lorbe thesu bAdviserject to c(onfactiirngmatasionexipnewrtsritiandng frnotom astheaComrbitratpoanyrs)'sthatAudinitothrseiexternalr opinion auditors or the Adviser (acting as experts and not as arbitrators) that in their opinion theauditorsadjustm or ethent Adviseris fair and (acrtiengasasonaebxlpeerandts andnotnottoasthearbditerattriomrse)ntthatof inthetheGirraontpineeions. Stheuchadjustmconfirmaenttionis fabyir andthe Audreasitoonarsbexternalle and auditorsnot to t heor thede tAdviserriment osfhallthebeGfrinaalnteeands. Such confirmation by the Auditors external auditors or the Adviser shall be final and bSiuchndingcoonnfithermaGtironantebyes.the Auditors external auditors or the Adviser shall be final and binding on the Grantees. 10.2 Unless otherwise determined by the SIS Committee, the adjustment pursuant to this 10.2 BUyn-lLeassw otshhallerwbeise mdeatdeermoinnedthebyMthaerkSetISDComay immmitteede,iattheely afodljlustowmingentthpue rbooksuantctolosuthries By-Law shall be made on the Market Day immediately following the book closure dateBy-Laforw tshhalle evebent gmivaingde riosen tothethatMardkjeustt mDaeynt.immediately following the book closure date for the event giving rise to that adjustment. 10.3 In addition to By-Law 11.1 and not in derogation thereof, the Exercise Price and the 10.3 In addition to By-Law 11.1 and not in derogation thereof, the Exercise Price and the 10.3 numbIn addeirtionof tonewByS-Lhaawres11r.e1latingand notto tihnedOpterogationion so thfarereunof,extheerciEsexedrcsihsaellPfrriocme andtimetheto tnumbime beeraodfjustneewd Sinhaaccreosrdanrelatingce witoth tthheefoOptllowioningsorelefarvantunperxoevricsisonsed isnhcaollnsufrolmtationtimewithto time be adjusted in accordance with the following relevant provisions in consultation with thimee ebextearndajustl aueditorin aorccothredanadvceisweirthAdviserthe folloofwtheing rCoelemvantpanyp,rowvhisicionsh muinsctobensualtationcorpowraitthe tfhineanecxteearndavilsauerdthatitor ormaytheaadvct asisear AdviserprincipalofadtheviseCor undmpanyer the, whSicech umuritiestsbeCoamcmoirsposion’srate finance adviser that may act as a principal adviser under the Securities Commission’s GfinuaidnecleinaedsvionsePr rithatncipmalayAdavicsterass faorpCorinrcpoiparatel adPrvisoperoundsalse(r“AthedvisSeecr”)u:rities Commission’s Guidelines on Principal Advisers for Corporate Proposals (“Adviser”): (a) If and whenever a Share by reason of any consolidation or subdivision or (a) Ifconandverwsihonenevsheallr ahaveSharae dbyifferreeasntopnarofvaanylue cSharesonsolid ationshall ober suconsolidated,bdivision or conversion shall have a different par value Shares shall be consolidated, subdivided,conversion sconvertedhall have ora dreducedifferent, pthear vEaxeluerciSharesse Pric eshalland/or be theconsolidated, additional subdivided,number of newconverted Shares orrelating reduced to ,thethe OptionExerc toise beP rissuedice and/orsha llthebe additionaladjusted, number of new Shares relating to the Option to be issued shall be adjusted, calculatednumber of ornew determined Shares relating after consultationto the Option with to bethe issued externalsh aauditorsll be adjust or theed, calculatedAdviser (acting or determined as expert andafter not consultation arbitrator) within such the aexternal manner auditors as to give or the Adviser (acting as expert and not arbitrator) in such a manner as to give the GranteeAdviser (actinga fair andas expertreasonable and not entitlement arbitrator) after in such taking a mannerinto consideration as to give the Granteenature and a fair effect and ofreasonable the relevant entitlement alteration after in takingthe c apitalinto considerationstructure of the nature and effect of the relevant alteration in the capital structure of the Company.nature andby effectmult ipofly ingthe itrelevantby the ralterationevised p arin vathelue candapitald ivstructureiding the ofre stheult Company.by the formbyer mparultivpalyluinge aindt bythetheaddrevitioniseadl npuambr vearlueof andnew dShiviardiengs rtehleatingresutolt by the former par value and the additional number of new Shares relating to theby tOpthe foionrmtoer bpearissvaulueed asndhallthbee addcalcituionlatedal nuinmbacecroofrdannecwe Shwitharethserefloatingllowingto the Option to be issued shall be calculated in accordance with the following 62 62 62 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

formula:-

Number of additional Shares = T x Former Par Value - T Revised Par Value where: T = the existing number of Shares relating to the Option.

Such adjustment will be effective from the close of business on the Market Day immediately following the date on which the consolidation or subdivision or conversion becomes effective (being the date when the Shares are traded on Bursa Securities at the new par value), or such period as may be prescribed by Bursa Securities.

(b) If and whenever the Company shall make any issue of Shares to shareholders credited as fully paid, by way of bonus issue or capitalisation of profits or reserves (whether of a capital or income nature and including any share premium account and capital redemption reserve fund), the Exercise Price shall be adjusted by multiplying it by the following fraction:

where:

A = the aggregate number of issued and fully paid-up Shares share capital immediately before such bonus issue or capitalisation issue;

B = the aggregate number of Shares to be issued pursuant to any allotment to shareholders credited as fully paid by way of bonus issue or capitalisation issue of profits or reserves of the Company (whether of a capital or income nature and including any share premium account and capital redemption reserve fund); and

T = as defined in By-Law 11.3(a) above.

Such adjustment will be effective (if appropriate retroactively) from the commencement of the Market Day immediately following the Entitlement Date for such issue.

(1) a Capital Distribution (as defined below) to shareholders whether on a reduction of capital or otherwise (but excluding any cancellation of capital which is lost or unrepresented by available assets);

(2) any offer or invitation to shareholders whereunder they may acquire or subscribe Shares by way of rights; or

63 63 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

(3) any offer or invitation to shareholders by way of rights whereunder they may acquire or subscribe for securities convertible into Shares or securities with rights to acquire or subscribe for Shares,

then and in respect of each such case, the Exercise Price shall be adjusted by multiplying it by the following fraction:

where:

T = as defined in By-Law 11.3(a) above; C = the Current Market Price (as defined in By-Law 11.3(h) below) of each Share on the Market Day immediately preceding the date on which the Capital Distribution or, as the case may be, the offer or invitation is publicly announced to Bursa Securities or (failing any such announcement) immediately preceding the date of the Capital Distribution or, as the case may be, of the offer or invitation; and D = (aa) in the case of an offer or invitation to acquire or subscribe for Shares under By-Law 11.3(c)(2) above or for securities convertible into Shares or securities with rights to acquire or subscribe for Shares under By-Law 11.3(c)(3) above, the value of rights attributable to one (1) Share (as defined below); or (bb) in the case of any other transaction falling within By-Law 11.3(c) hereof, the fair market value as determined with the concurrence of the external auditor or the Adviser of the Company of that portion of the Capital Distribution attributable to one (1) Share.

For the purpose of definition (aa) of “D” above, the “value of rights attributable to one (1) Share” shall be calculated in accordance with the formula:

where:

C = C as in By-Law 11.3(c) above; E = the Exercise Price for one (1) additional Share under the terms of offer or invitation or one (1) additional security convertible into Shares or one (1) additional security with rights to acquire or subscribe for Shares; F = the number of Shares which is necessary to hold in order to be offered or invited to acquire or subscribe for one (1) additional Shares or security convertible into Shares or right to acquire or subscribe for Shares; and D the value of rights attributable to one (1) Shares (as defined * below). 64 64 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

For the purpose of definition D* above, the “value of the rights attributable to one (1) Share shall be calculated in accordance with the formula:

where:

C = as defined in By-Law 11.3(c) above; E = the Exercise Price for one (1) additional Share under the terms * of offer or invitation to acquire or subscribe for Shares; and F = the number of existing Shares which is necessary to hold in * order to be offered or invited to acquire or subscribe for one (1) additional Share; and

For the purpose of By-Law 11.3(c) hereof, “Capital Distribution” shall (without prejudice to the generality of that expression) include distributions in cash or specie or by way of issue of Shares (not falling under By-Law 11.3(b) hereof) or other securities credited as fully or partly paid-up by way of capitalisation of profits or reserves (whether of a capital or income nature and including anyshare premium account and capital redemption reserve fund).

Any dividend charged or provided for in the accounts of any period shall (whenever paid and howsoever described) be deemed to be a Capital Distribution unless it is paid out of the aggregate of the net profits attributable to the shareholders as shown in the audited consolidated profit and loss accounts of the Company.

Such adjustment will be effective (if appropriate retroactively) from the commencement of the Market Day immediately following the Entitlement Date for the above transaction.

(d) If and whenever the Company makes any allotment to its shareholders as provided in By-Law 11.3(b) above and also makes any offer or invitation to its shareholders as provided in By-Law 11.3(c)(2) or (c)(3) above and the Entitlement Date for the purpose of the allotment is also the Entitlement Date for the purpose of the offer or invitation, the Exercise Price shall be adjusted by multiplying it by the following fraction:

and where the Company makes any allotment to its shareholders as provided in By-Law 11.3(b) above and also makes any offer or invitation to its shareholders as provided in By-Law 11.3(c)(2) above and the Entitlement Date for the purpose of the allotment is also the Entitlement Date for the purpose of the offer or invitation, the number of additional new Shares relating to the Option to be issued shall be calculated as follows:

where:

65 65 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D) APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

B = as defined in By-Law 11.3(b) above; BC = as defined in By-Law 11.3(b)11.3(c) above; CG = asthe defined aggregate in By number-Law 11.3(c) of issued above; and fully paid-up Shares share G = thecapital aggregateon the Entitlementnumber of issued Date; and fully paid-up Shares share H = capitalthe aggregateon the Entitlementnumber of new Date; Shares under an offer or invitation H = theto acquire aggregate or subscribe number of for new Shares Shares by underway of an rights offer oror underinvitation an tooffer acquire or invitation or subscribe by way for ofShares rights byto wayacquire of rights or subscribe or under foran offersecurities or invitation convertible by way into of Sharesrights to oracquire rights or to subscribe acquire foror securitiessubscribe forconvertible Shares as into the caseShares may or be; rights to acquire or H = substhe aggregatecribe for Shares number as of the Shares case mayunder be; an offer or invitation to H* = theacquire aggregate or subscribe number for of Shares Shares by under way ofan rights; offer or invitation to *I = acquirethe subscribe or subscribesubscription for Shares price by of way one of (1)rights; additional Share I = theundersubscribe the offersubscription or invitation priceto acquire of one or subscribe(1) additional for SharesShare underor the the exercise offer or priceinvitation on conversionto acquire orof subscribe such securities for Shares or exerciseor the exercise of such pricerights on to conversionacquire or subscribeof such securities for one (1)or additionalexercise of Share, such asrights the caseto acquire may be; or subscribe for one (1) I = additionalthe Exercise Share, Price as of theone case (1) additional may be; Share under the offer or I* = theinvitation Exercise to acquire Price of or one subscribe (1) additional for Shares; Share and under the offer or *T = invitationas define dtoin acquireBy-Law or11.3 subscribe(a) abo vfore. Shares; and T = as defined in By-Law 11.3(a) above. Such adjustment will be effective (if appropriate retroactively) from the Sucomchmeandcjustemmententofwithell beMarekffeetctDayive (iifmmappedrioapterliyatefolrlowingetroactitvheely)Enfrtomitlemtheent cDateommfoernsucecmheintssuofe. the Market Day immediately following the Entitlement Date for such issue. (e) If and whenever the Company makes any offer or invitation to its shareholders (e) Itof aandcquwihreenorevesubr thescrCompanyibe for Shmarakesesasanyprovffiedredor iinnvBitay-tiLonawto11.3(its shac)(r2)ehoaboldevres togaecthquerirewiorth suban socfrfieber orfor inShvitationares astopracovqidueirde ionr Bsubsy-Lacwrib11.3(e forc)(s2)ecabouritivees tocognevtheretirblewithintoanShoaffreers oror insveictationuritiestowithacqriughtsire otor subsacqucirriebeorforsubsseccriuberitifores cSoharnverstibalse pinrotovidSehdairnesByo-rLawse c11.urit3ie(cs)w(3ith) aborightsve, ttohe aEcxequrcireiseorPsubsrice cshallribe forbe Sadharjusetsedabys pmurovltiidpelydingin itBbyy-Lawthe fo11.llo3w(cing)(3fr) aaboction:ve, the Exercise Price shall be adjusted by multiplying it by the following fraction:

where: where: G = as defined in By-Law 11.3(d) above; GC = as defined in By-Law 11.3(d)11.3(c) above; CH = asas defineddefined inin ByBy--LawLaw 11.3(c)11.3(d) above;above; H = as defined in By-Law 11.3(d) above; H* = as defined in By-Law 11.3(d) above; *I = as defined in By-Law 11.3(d) above; I = as defined in By-Law 11.3(d) above; I* = as defined in By-Law 11.3(d) above; *J = the aggregate number of Shares to be issued to its J = theshareholders aggregate upon number conversion of Sharesof such securitiesto be issued or exercise to itsof shareholderssuch rights to uponsubscribe conversion for Shares of such by thesecurities shareholders; or exercise of K = suchthe exercise rights to price subscribe on conversion for Shares of bysuch the securities shareholders; or exercise K = theof such exercise rights price to acquireon conversion or subscribe of such for securities one (1) or additional exercise ofShares; such andrights to acquire or subscribe for one (1) additional T = Shares;as defin eandd in By-Law 11.3(a) above. T = as defined in By-Law 11.3(a) above. 66 66 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

Such adjustment will be effective (if appropriate, retroactively) from the commencement of the Market Day immediately following the Entitlement Date for the above transactions.

(f) If and whenever the Company makes an allotment to its shareholders as provided in By-Law 11.3(b) above and also makes an offer or invitation to acquire or subscribe for Shares to its shareholders as provided in By-Law 11.3(c)(ii) above, together with rights to acquire or subscribe for securities convertible into or with rights to acquire or subscribe for Shares as provided in By-Law 11.3(c)(iii) above, and the Entitlement Date for the purpose of allotment is also the Entitlement Date for the purpose of the offer or invitation, the Exercise Price shall be adjusted by multiplying it by the following fraction:

where:

G = as defined in By-Law 11.3(d) above; C = as defined in By-Law 11.3(c) above; H = as defined in By-Law 11.3(d) above; H = as defined in By-Law 11.3(d) above; * I = as defined in By-Law 11.3(d) above; I = as defined in By-Law 11.3(d) above; * J = as defined in By-Law 11.3(e) above; T = as defined in By-Law 11.3(a) above; K = as defined in By-Law 11.3(e) above; and B = as defined in By-Law 11.3(b) above.

Such adjustment will be effective (if appropriate, retroactively) from the commencement of the Market Day immediately following the Entitlement Date for the above transaction.

(g) If and whenever (otherwise than pursuant to a rights issue available to all shareholders and requiring an adjustment under By-Laws 11.3(c)(2), (c)(3), (d), (e) or (f) above), the Company shall issue either any Share or any security convertible into Shares or with rights to acquire or subscribe for Shares, and in any such case, the Total Effective Consideration per Share (as defined below) is less than ninety percent (90%) of the Average Price for one (1) Share (as defined below) or, as the case may be, the price at which the Shares will be issued upon conversion of such securities or exercise of such rights is determined, the Exercise Price shall be adjusted by multiplying it by then following fraction:

67 67 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

where:

L = the number of Shares in issue at the close of business on the Market Day immediately preceding the date on which the relevant adjustment becomes effective; M = the number of Shares which the Total Effective Consideration (as defined below) would have purchased at the Average Price (as defined below) (exclusive of expenses); and N = the aggregate number of Shares so issued or, in the case of securities convertible into Shares or with rights to acquire or subscribe for Shares, the maximum number (assuming no adjustment of such rights) of Shares issuable upon full conversion of such securities or the exercise in full of such rights.

For the purpose of By-Laws 11.3(g), “Total Effective Consideration” shall be determined by the Board with the concurrence of the external auditor or the Adviser of the Company and shall be:

(i) in case of the issue of Shares, the aggregate consideration receivable by the Company on payment in full for such Shares;

(ii) in the case of the issue by the Company of securities wholly or partly convertible into Shares, the aggregate consideration receivable by the Company on payment in full for such securities or such part of the securities as is convertible together with the total amount receivable by the Company upon full conversion of such securities (if any); or

(iii) in the case of the issue by the Company of securities with rights to acquire or subscribe for Shares, the aggregate consideration attributable to the issue of such rights together with the total amount receivable by the Company upon full exercise of such rights,

in each case without any deduction of any commission, discount or expense paid, allowed or incurred in connection with the issue thereof, and the “Total Effective Consideration per Share” shall be the Total Effective Consideration divided by the number of Shares issued as aforesaid or, in the case of securities convertible into Shares or securities with rights to acquire or subscribe for Shares, by the maximum number of Shares issuable on full conversion of such securities or on exercise in full of such rights.

For the purpose of By-Law 11.3(g), “Average Price” of a Share shall be the average price of one (1) Share as derived from the last dealt prices for one or more board lots of Shares as quoted on Bursa Securities on the Market Days comprised in the period used as a basis upon which the issue price of such Shares is determined.

Such adjustment will be calculated (if appropriate retroactively) from the close of business on Bursa Securities on the Market Day immediately following the date on which the issue is announced, or (failing any such announcement) on the Market Day immediately following the date on which the Company determines the offering price of such Shares. Such adjustment will be effective (if appropriate, retroactively) from the commencement of the Market Day immediately following the completion of the above transaction.

68 68 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

(h) For the purpose of By-Law 11.3(c),(d),(e) and (f), the “Current Market Price” in relation to one (1) Share for any relevant day shall be the average of the last dealt prices for the five (5) consecutive Market Days before such date or during such other period as may be determined in accordance with any guidelines issued, from time to time, by the relevant authorities.

Such adjustments (other than bonus issue) must be confirmed in writing either by the external auditor or the Adviser of the Company, for the time being (acting as experts and not as arbitrators), upon reference to them by the SIS Committee, to be in their opinion, fair and reasonable, PROVIDED ALWAYS THAT:

(i) no adjustment to the Exercise Price shall be made which would result in the new Shares to be issued on the exercise of the Option being issued at a discount to par value, and if such an adjustment would but for this provision have so resulted, the Exercise Price payable shall be the par value of the new Shares; (ii) (i) upon any adjustment being made pursuant to this By-Law, the SIS Committee shall, within thirty (30) days of the effective date of the alteration in the capital structure of the Company, notify the Grantee (or his legal representatives where applicable) in writing informing him of the adjusted Exercise Price thereafter in effect and/or the revised number of new Shares thereafter to be issued on the exercise of the Option, the effective date of adjustment and the event giving rise to the adjustment;

(iii) (ii) such adjustments would give the Grantee the same proportion of the issued ordinary share capital of the Company as that to which he was entitled prior to such adjustments by ensuring that the capital outlay to be incurred by the Grantee in exercising his Options remained unaffected. Where it is not practical to ensure that all Grantees are given the same proportion of the total number of issued Shares and paid-up ordinary share capital of the Company as to which they were previously entitled prior to such adjustment, the Company shall (if applicable and pursuant to a requirement under the Listing Requirements) seek a waiver from Bursa Securities or the relevant regulatory authorities to comply with the said requirement, together with justifications; and

(iv) (iii) all and any adjustments made must be in compliance with the provisions for adjustment as provided in these By-Laws.

10.4 The provisions of this By-Law shall not apply where the alteration in the capital structure of the Company arises from:

(a) the issue of new Shares or other securities as consideration (or part consideration) for an acquisition of any other securities, assets or business;

(b) a special issue of new Shares or other securities to Bumiputera investors nominated by the Ministry of International Trade and Industry, Malaysia and/or any other relevant Governmental authority to comply with the Government’s policy on Bumiputera capital participation;

(d) the implementation of a share buy-back arrangement by the Company under section 67A Section 127 of the Act;

69 69 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

(e) any issue of warrants, convertible loan stocks or other instruments by the Company that gives a right of conversion into Shares or other securities, and any issue of new Shares or other securities arising from the exercise of any conversion rights attached to such convertible securities; or

(f) any issue of new Shares upon the exercise of Options granted under this Scheme.

10.5 If an event occurs that is not set out in By-Law 10.3 or if the application of any of the formula to an event results in a manifest error or does not, in the opinion of the SIS Committee, achieve for any reason whatsoever the desired result of preventing the dilution or enlargement of the Eligible Person’s rights or providing a fair and reasonable entitlement, the SIS Committee may effect an adjustment in such manner deemed appropriate by the SIS Committee provided that the Eligible Persons shall be notified of the adjustment through an announcement to all Eligible Persons to be made in such manner deemed appropriate by the SIS Committee.

10.6 Notwithstanding the provisions referred to in this By-Law, the SIS Committee may exercise its discretion to determine whether any adjustments to the Exercise Price, the number of Options and/or Shares (as the case may be) be calculated on a different basis or date or should take effect on a different date or that such adjustments be made to the Exercise Price and/or the number of Options and/or Shares (as the case may be) notwithstanding that no such adjustment formula has been explicitly set out in this By-Law.

11. RETENTION PERIOD

Unless otherwise mentioned herein, the new Shares to be issued to the Grantee will not be subjected to any retention period. However, the Grantee should note that the new Shares are intended for the Grantee to hold as investment rather than realisation to yield quick profit.

12. ADMINISTRATION AND TRUST

12.1 The Scheme shall be administered by the SIS Committee as appointed by the Board. The SIS Committee shall, subject to these By-Laws, administer the Scheme and regulate the SIS Committee’s own proceedings in such manner as it shall think fit.

12.2 In implementing the Scheme, the SIS Committee may in its discretion, after taking into consideration, amongst others, factors such as prevailing market price of the Shares, funding considerations and dilutive effects on the Company’s capital base, future returns and cash requirements of the Group, decide that the Shares to be given under the Scheme shall be satisfied by any of the following methods:

(a) Issuance of new Shares;

(b) Acquisition and transfer of existing Shares;

(d) A combination of any of the above.

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70 70 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

12.3 For the purposes of facilitating the implementation and administration of the Scheme, the Company and/or the SIS Committee may (but shall not be obliged to) establish a trust to be administered by trustee(s) consisting of such trustee appointed by the Company from time to time (“Trustee”), if required, for the purposes of subscribing for new Shares and/or acquiring existing Shares from the ACE Market of Bursa Securities and transferring them to Grantees at such times as the SIS Committee shall direct (“Trust”). To enable the Trustee to subscribe for new Shares and/or acquire existing Shares for the purpose of the Scheme and to pay expenses in relation to the administration of the Trust, the Trustee may, to the extent permitted by law, be entitled from time to time to accept funding and/or assistance, financial or otherwise, from the Group and/or any third party to subscribe for Shares on behalf of the Grantee and (if/where applicable) to release the relevant net gains arising from the sale of the Shares from the exercise of the Options by a Grantee (after deducting the Exercise Price and the related transaction costs) to the relevant Grantee.

12.4 The Trustee, if and when the Trust is established, shall administer the Trust in accordance with the terms of the trust deed to be entered into between the Company and the trustee constituting the trust (“Trust Deed”). For the purpose of administering the Trust, the Trustee shall do all such acts and things and enter into any transactions, agreements, deeds, documents or arrangements or make rules, regulations or impose terms and conditions or delegate part of its power relating to the administration of the Trust, as the SIS Committee may in its sole discretion direct for the implementation and administration of the Trust.

12.5 The Company or the SIS Committee shall have power from time to time, at any time, to appoint or rescind/terminate the appointment of any Trustee as it deems fit in accordance with the provisions of the Trust Deed. The Company or the SIS Committee shall have the power from time to time, at any time, to negotiate with the Trustee to amend the provisions of the Trust Deed.

12.212.6 Without limiting the generality of By-Law 13.1 12.1, the SIS Committee may, for the purpose of administering the Scheme, do all acts and things, enter into any transactions, agreements or arrangements and make rules, regulations or impose terms and conditions or delegate any of its powers and duties relating to the Scheme as it may in its discretion consider to be necessary or desirable for giving effect to the Scheme.

12.312.7 The Board shall have the power at any time and from time to time to rescind the appointment of any person appointed to the SIS Committee as it shall deem fit.

12.412.8 The SIS Committee shall comprise Board member(s) and/or Senior Management of the Group.

13. AMENDMENT AND/OR MODIFICATION TO THE SCHEME

13.1 Subject to the compliance with the Listing Requirements and the approvals of any other authorities (if required), the SIS Committee may at any time and from time to time recommend to the Board any addition, amendment and/or modification to and/or deletion of these By-Laws as it shall in its discretion think fit and the Board shall at any time and from time to time have the power by resolution to add to, amend, modify and/or delete all of any part of these By- Laws upon such recommendation provided that no such amendment and/or modification shall be made which would adversely affect the rights attaching to rights then accrued to the any Grantee except with the approval of a majority in number of the Grantee, whether by a show of hands by those present and voting and/or by poll, at meetings called for this purpose. The quorum for such meetings of Grantee shall be attended by any two (2) Directors of XOX.

71 71 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

13.2 The approval of the shareholders of the Company in general meeting shall not be required in respect of addition, amendment and/or modification to or deletion of the By-Laws save and except if such addition, amendment, modification and/or deletion would:

(a) increase the number of Shares available under the Scheme beyond the maximum thirty percent (30%) of the total issued and paid-up share capital number of issued Shares of the Company at any one time during the duration of the Scheme; or

(b) provide an advantage to any Grantee or group of Grantees or all Grantees.

13.3 The Company is to submit to Bursa Securities, each time a modification/change is made, a confirmation letter that the modification/change does not contravene any provisions of the guidelines on employee share option scheme as stipulated under the Listing Requirements.

13.4 The Grantees shall be given written notice in the form prescribed by the SIS Committee from time to time of any additions, amendments to and/or modifications of these By-Laws within five (5) Market Days of any of the foregoing taking effect.

14. TERMINATION OF THE OPTION

14.1 The Scheme may be terminated by SIS Committee at any time before the Date of Expiry provided that the Company makes an announcement immediately to Bursa Securities. The announcement shall include:

(a) the effective date of termination (“Termination Date”);

(b) the number of Options exercised or Shares vested; and

14.2 In the event of termination as stipulated by By-law 20 19 hereinunder, the following provisions shall apply:

(a) No further Offers shall be made by the SIS Committee from the date of such resolution;

(b) All Offers which have yet to be accepted by Eligible Directors and Employees shall automatically lapse on the date of such resolution; and

(c) All outstanding SIS Options which have yet to be exercises exercised by Grantees shall be automatically terminated on the date of such resolution.

14.3 In the event of the cessation or termination of employment of a Grantee with the XOX Group for whatever reason prior to the full exercise of his Option, such Option or the balance thereof, as the case may be, shall forthwith cease to be valid without any claim against the Company, the Board or the SIS Committee PROVIDED ALWAYS that:

(a) if a Grantee retires from service on attaining the normal retirement age under the Group’s retirement policy;

(b) if a Grantee ceases to be employed by the XOX Group on grounds of ill- health, injury or disability or if he is retrenched in a redundancy exercise (provided always that any such retrenchment or termination of the Grantee’s employment is not due to or on grounds of conduct inconsistent with the expressed or implied conditions of service of the Grantee); or

72 72 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

(c) if a Grantee ceases employment with the XOX Group in any other circumstances which are acceptable to the SIS Committee,

the Grantee may be allowed to exercise the unexercised Option within a time frame from the Grantee’s cessation or termination of employment as the SIS Committee may in its sole and absolute discretion decides.

14.4 If a Grantee dies, the legal personal representative(s) of the Grantee may also be permitted, at the sole and absolute discretion of the SIS Committee, to exercise the unexercised Option within a time frame from the Grantee’s death as the SIS Committee may allow.

14.5 Save as otherwise provided in By-Laws 15.1 14.1 and 15.2 14.2 above, an Option shall lapse forthwith upon the resignation or termination of the Grantee from his employment with the XOX Group and the Shares comprised in such Option or the balance thereof not subscribed for may, at the discretion of the SIS Committee, be re- offered to other Eligible Employees.

14.6 In the event of the liquidation of the Company and where a provisional liquidator has been appointed, all unexercised or partially exercised Options shall lapse.

15. SUBSEQUENT SHARE ISSUANCE SCHEME

Subject to the approval of the relevant authorities (if required) and compliance with the requirements of the relevant authorities, the Company may establish a new share issuance scheme after the Date of Expiry or after the termination of the Scheme pursuant to By-Law 20 herein.

16. SCHEME NOT A TERM OF EMPLOYMENT

This Scheme shall not confer or be construed to confer on an Eligible Person any special rights or privileges over the Eligible Person’s terms and conditions of employment in the Group under which the Eligible Person is employed nor any rights additional to any compensation or damages that the Eligible Person may be normally entitled to arising from the cessation of such employment. The Scheme shall not form part of or constitute or be in any way construed as a term or condition of employment of any employee of the Group.

17. DIVESTMENT FROM THE XOX GROUP

In the event that a Grantee is in the employment of a company in the XOX Group which, after the Date of Offer, ceases to be in the XOX Group, then such Grantee shall cease to be entitled to exercise all unexercised Option which were granted to him under the Scheme unless otherwise decided by the SIS Committee in its sole and absolute discretion.

18. DURATION OF THE SCHEME

18.1 The Scheme shall take effect on the date on which the last of the following approvals and/or conditions have been obtained and/or complied with and shall be in force for a period of five (5) years from the Effective Date:

(a) submission of the final copy of the By-Laws of the Scheme to Bursa Securities in accordance with Paragraph 6.43(2) of the Listing Requirements;

(b) receipt of approval in-principle from Bursa Securities for the listing of and quotation for the new Shares to be issued pursuant to the exercise of Options granted under the Scheme;

(d) receipt of approval of any other relevant authority, where applicable; and

(e) fulfillment of all conditions attached to the above approvals, if any.

18.2 Unless otherwise terminated in accordance with By-Law 15 19 herein and subject to the compliance of the terms therein contained, the Scheme shall be in force for a period of five (5) years commencing from the date of the confirmation letter from the principal adviser to the Bursa Securities PROVIDED ALWAYS that the Company may, if the Board deems fit, upon the recommendation of the SIS Committee, extends the duration of the Scheme, PROVIDED FURTHER THAT such extension shall not in aggregate, exceed the duration of ten (10) years from the date of confirmation letter from the principal adviser as provided above. The extended Scheme shall be implemented in accordance with the terms of these By-Laws, save for any amendments and/or changes to the relevant statutes, guidelines and/or regulations currently in force and shall be valid and binding without further obtaining the approvals of the parties named in By-Law 19.1 19 or the Grantees provided that the Company shall serve appropriate notices on each Grantee and/or make the necessary announcement to any and/or all the parties named in By-Law 19.1 within thirty (30) days prior to the expiry of the Scheme and that the Bursa Securities shall have been informed of such extension of the Scheme.

18.3 No further Offer shall be made upon the expiration of the initial scheme period or upon expiry of such extension thereof pursuant to By-Law 19.2 18.2. All unexercised SIS Options shall lapse on the date of expiry of the Scheme.

19. TERMINATION OF THE SCHEME

Notwithstanding By-Law 19 18above, the Company may terminate the Scheme at any time during its term (including in the mid-stream or any extension thereof), provided that:

(a) the approval of the relevant authorities have been obtained;

(b) the approval of its shareholders at a general meeting have been obtained, wherein at least a majority of the shareholders present vote in favour of the termination; and

(c) the written consent of all Grantees who have yet to exercise their Options, either in part or in whole have been obtained

and in such an event, no further Offers shall be made by the SIS Committee from the date of such resolution and any Offers outstanding but not accepted by the selected Eligible Employee and any unexercised Options or partially exercised Options shall be deemed to be terminated and be null and void at the date of such resolution.

20. NON-TRANSFERABILITY OF THE OPTION

The Option granted is personal to the Grantee and is not transferable, disposable or assignable in any manner whatsoever except in the event where a Grantee whilst in the employment of the Group dies and with the express consent in writing from the SIS Committee, his legal representative(s) may exercise the Option before the expiry of the Option Period or any shorter period which may be imposed by the SIS Committee.

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74 74 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D) APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D) APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

21. DISPUTES 21. DISPUTES 21. DISPUTES In any case any dispute or difference shall arise between the SIS Committee and an Eligible In any case any dispute or difference shall arise between the SIS Committee and an Eligible PIneanyrsoncaosreaanyGrantdispuee,teasortdheiffecraesnecemayshallbaer,iseasbtoetweanyenmattheteSrISarCoisingmmhiettreeeundanderan, thEelnigitheble Person or a Grantee, as the case may be, as to any matter arising hereunder, then the SPeISrsonCommor iatteGerantshaelel ,dasetertmheinceassuecmayh disbpeute, asortodiaffneyrematncetebyr aariswingrittehnerdeeundciseiorn, t(hweinthoutthe SIS Committee shall determine such dispute or difference by a written decision (without theSIS obCommligationitteetoshaglilvedeatenyrmirneeasonsuchthdeisrepoutef) gorivedniffetorencethe byEligaibwlerittPeenrsondecisEmployeeion (withoutor the obligation to give any reason thereof) given to the Eligible Person Employee or Grtheantobeelig,ationas thetocasegivemayanyberePasonROVIDEDthereoTf)HAgiTvewhen tore thethe dEispuligibtlee oPr edrisonfferenEmployeece is raiseord Grantee, as the case may be PROVIDED THAT where the dispute or difference is raised byGraantmeee,mbasertheof cthasee SmayIS Commbe PiRttOVIDEDee, the saidTHAmTemwhebereshthaell dabstispuatien ofrromdiffveotreingnceinisrerspaiseecdt by a member of the SIS Committee, the said member shall abstain from voting in respect ofby thea mdembeciseironof othf ethSeISSCommIS Committeeitt,eteheinsaidthatminestanmbecresh. Ianll theabsteavinentfrotmhevotEliinggibilne rPeesprseocnt of the decision of the SIS Committee in that instance. In the event the Eligible Person Employeeof the deciorsionGrantof ethee, asSItheS Commcase imayttee bine,thatshallindstanisputece. theIn thesameevebynt wthrietteEnlignotibliecePtoerstheon Employee or Grantee, as the case may be, shall dispute the same by written notice to the SEmployeeIS CommoritteGerantwitehein, asfoutherteecnase(14)maydaysbeof, shallthe rdeiscpeiutept ofthethesawmreittebyn wdericttiesnionnot, thiceentosuthech SIS Committee within fourteen (14) days of the receipt of the written decision, then such dSiIsSputeCommor ittdeifeferweinthcien sfohuallrteeben (r14)eferdreaysd toof thethe Breoacerid,pt wofhosethe wdericttiesniondeschisailol nb,ethfiennalsanduch dispute or difference shall be referred to the Board, whose decision shall be final and bdinspduteing iorn adllifrfesprenecets,s phrallovidbeedrthateferreanyd toDirtheectorB oaofrd,the w Companyhose deciswhoion sishaalllsobeinfintheal andSIS binding in all respects, provided that any Director of the Company who is also in the SIS Cobinmdingmittienea shll raellspabstaects,in pfrroomvidveotd ithatng andanynoDipreercsontor ofshallthebe Company entitled towhodispuis atelso anyindtheecisSionIS Committee shall abstain from voting and no person shall be entitled to dispute any decision oCor cmemrtiifittceatione shawllhabstaich isinstatfromed vtootbeingthande finalno paerndsonbindshalling undbe eenrtthitlesed toByd-ispuLaws.te any decision or certification which is stated to be the final and binding under these By-Laws. or certification which is stated to be the final and binding under these By-Laws. This Scheme shall not confer or be construed to confer on an Eligible Person Employee This Scheme shall not confer or be construed to confer on an Eligible Person Employee anyThissSpcehceiamel rightsshallornotprivciolenferges orvebretheconstElirguibelde toPercsononfer’s Employee’son an EligibtleermPers andson cEmployeeonditions any special rights or privileges over the Eligible Person’s Employee’s terms and conditions ofanyemsppeloymcial rieghtsnt inorthperivGrileoupges unovdeerrthewhEiclihgibtlheePerElsonigib’lse Employee’sPerson Employeeterms andis ceonmpdlioytionsed of employment in the Group under which the Eligible Person Employee is employed norof emanyploym rightsent in atdhdeitiGronoupal toun anyder cwomphichentsatheionEligoirbldae mPaegersons thatEmployeethe Eligisib leemPpeloyrsoned nor any rights additional to any compensation or damages that the Eligible Person Employeenor any mayrightsbe andodrimtionallayl entoti t leanyd tocaomprisingensatfromiontheorcdaessatmaigeonsofthatsuctheh emEplilgoymibleePnt.erTsonhe Employee may be normally entitled to arising from the cessation of such employment. The SEmployeecheme shmayall notbefonromrmpalarltyofenotritlceodnsttoitutearisiorngbferomin anythe wceayssatcoinonstrofuesduacshaetmerpmloymor ceonnt.diTtionhe Scheme shall not form part of or constitute or be in any way construed as a term or condition ofScehmemeploysmhaelntl notof afonyrmemppartloofyeoerofcothenstiGtuteroup.or be in any way construed as a term or condition of employment of any employee of the Group. of employment of any employee of the Group. 22. NO COMPENSATION FOR TERMINATION 22. NO COMPENSATION FOR TERMINATION 22. NO COMPENSATION FOR TERMINATION No Eligible Employee shall be entitled to any compensation for damages arising from the No Eligible Employee shall be entitled to any compensation for damages arising from the tNoermEligibleination ofEmpanyloyeSeISshOaplltibeonsentoirtlethdistoSanychemcome puernsasuatntiontoforthedampraevgeiouss arisofingthferomse Bthey- termination of any SIS Options or this Scheme pursuant to the previous of these By- Laterwms.inationNotwiofthstandany iSnIgSanOypptironsovisioonr thofistheSscehBemy-eLapws:ursuant to the previous of these By- Laws. Notwithstanding any provision of these By-Laws: Laws. Notwithstanding any provision of these By-Laws: (a) this Scheme shall not form part of any contract of employment between the (a) this Scheme shall not form part of any contract of employment between the (a) Companythis Schemeor anyshacllompnotafnyormw itphainrttheof Ganyroupcontandracatnofy EliegmpibleloPymeresonnt bEmployeeetween theof Company or any company within the Group and any Eligible Person Employee of aCompanyny companyor anyof tchompe XaOXny wGirthoup.in theThGerouprightsandofananyyElEigligbilbelePePersonrsonEmployeeEmployeeof any company of the XOX Group. The rights of any Eligible Person Employee unanydecrompanythe termsof thoef hXiOXs ofGficreoup.and/orTheemrightsploymofentanwyithElianygiblecoPempanyrson Employeewithin the under the terms of his office and/or employment with any company within the Grundouper tshhealltenotrmsbeof ahffisectofedficebyand/orhis paermticpipaloytimonentin wthithe Sanychecmoempany, nor shwiathllinsuthech Group shall not be affected by his participation in the Scheme, nor shall such pGraroupticipashtionall onotr thebeOfafeffreorctecdonbysidheirsatpaionrtforicipathteionOfifern thaeffoSrdchsucheme, EnorligibshleaPllesursonch participation or the Offer or consideration for the Offer afford such Eligible Person Employeeparticipationanyor adthediOtionalffer orrightsconsidtoercaomtionpefornsationthe Oofferr damaffoargdessuchin cEonligsiebqleuePnecresonof Employee any additional rights to compensation or damages in consequence of theEmployeeterminationany adofdsituionalch ofrfiightsce ortoemcomploypmenesntationfor anyor damreasaogn;es in consequence of the termination of such office or employment for any reason; the termination of such office or employment for any reason; (b) this Scheme shall not confer on any person any legal or equitable right or other (b) this Scheme shall not confer on any person any legal or equitable right or other (b) rithghtsis Scuhndemeer anyshaothll noter tchoenferory ofonlaanyw (otpheerrsonthananythoselegacloornsteitutquingitabtlheerSightIS Optor othions)er rights under any other theory of law (other than those constituting the SIS Options) agrightsainstundtheerCanyompanyotherorthaenyorycoofmpanylaw (otofhethr ethGranothoseup, dirceocntlystoritutiningdirethcetlyS,IoSr Optgiveions)rise against the Company or any company of the Group, directly or indirectly, or give rise toagaanyinstctouhersCeompanyof actionoriannylawcoompanyr in equofitythore Grunodup,er anydirecothtlyeorr thindeioreryctofly,lawor gagivearinstise to any course of action in law or in equity or under any other theory of law against anyto anycompanycoursewofithaicntitonhe iGnrloup;aw or in equity or under any other theory of law against any company within the Group; any company within the Group; (c) no Grantee or his representatives shall bring any claim, action or proceeding (c) no Grantee or his representatives shall bring any claim, action or proceeding (c) anogaGinstrananytee coromhpisanyrepofrestheentativGroeusp,shtheall bSrIiSngCaonymmcittlaeiem,oracatnyion othor eprropaceertydiforng against any company of the Group, the SIS Committee or any other party for caomgainstpensatanyion,comlosspanyorofdathemagesGrouwp,hatsothe evSIeSr Candommhiottwsoee oevr earnyariothsinegr fparomrty tforhe compensation, loss or damages whatsoever and howsoever arising from the scuomspenpensatsion/ion,canclossellationor ofdamhiagess rights/exwhatsoerceviseerofandhis ShIoSwsoOptevionser aorrishinisg rifghtroms/SthISe suspension/cancellation of his rights/exercise of his SIS Options or his rights/SIS Optsuspenionssicon/eacsaningcetollationthe vaoflidhpursuis rights/exant toethercisperoofvishioisnsSIofS thOpteseionsBy-orLaws;his arindghts/SIS Options ceasing to the valid pursuant to the provisions of these By-Laws; and Options ceasing to the valid pursuant to the provisions of these By-Laws; and (d) the SIS Committee or any other party shall in no event be liable to the Grantee or his (d) the SIS Committee or any other party shall in no event be liable to the Grantee or his (d) rtheeprSeIsSentatCommive iortteeanyor anyotheothr perrsonpartyor shentaliltyinfonor aenvyentth iberd pliaabrtylectolaithem, Glossranotefep rorofhits,is representative or any other person or entity for any third party claim, loss of profits, lrossepreofsentatoppivoertuornity,anylootshseofr pesavrsoningsor oerntanyity fopr uanniytivthe,irdinpciadretyntcalail mor, lcossonsoefqupreontfits,ial loss of opportunity, loss of savings or any punitive, incidental or consequential damloss aofge,oppincolurtudinngity,wilthoossutoflimsavitationingslostor panyrofitspuornitsavive,ings,inciddeirnteactllyoraricsonsingefquromenttheial damage, including without limitation lost profits or savings, directly arising from the bdamreaachgeof, inpcelurfodirngmawnicthoe ouft lithmeisetationBy-lLostawsproorfitsanory savlossings,suffdeirredctlbyy a riresasoning fromof atheny breach of performance of these By-Laws or any loss suffered by reason of any cbhanreacghe ofin ptheerfoprrmaicenocfetheof thSeharseeBs yor-Lawsfromoranyanyothlosser csufausfeerewdhatsoby reasonver wofhethanyer change in the price of the Shares or from any other cause whatsoever whether kcnhanowngeorin unknown,the price coontf theingSent,harabessorolutefromor anyotherotwhiseer, cwauhestehewrhbaatsoseedvienr cwontherthacet,r known or unknown, contingent, absolute or otherwise, whether based in contract, toknrownt, equority,unknown,indemnityc,ontbrienagcehnt,ofabwsaorlruteantyororothotherewriwseis,ewahndethewrhbaethserd puinrcsuantontractot, tort, equity, indemnity, breach of warranty or otherwise and whether pursuant to ctoomrt, mequonity,law,indstatue,emnity,eqbrueityacorh ofothwearwrrantyise, eorvenothifearwnyisecompaand nwyheothf theer puGrroup,suantthtoe common law, statue, equity or otherwise, even if any company of the Group, the ScomIS mCoonmmlaw,itteestatue,or anyequothityeorr pothartyerwhasise,beeevennadvif ainsyedcompaof thenyposof stheiibililiGrty oup,of suchthe SIS Committee or any other party has been advised of the possibility of such SIS Committee or any other party has been advised of the possibility of such 75 75 75 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D) APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

damage. damage. 23. INSPECTION OF AUDITED ACCOUNTS 23. INSPECTION OF AUDITED ACCOUNTS All Grantees are entitled to inspect the latest audited accounts of the Company during normal All Grantees are entitled to inspect the latest audited accounts of the Company during normal office hours on any working day at the Registered Office of the Company. office hours on any working day at the Registered Office of the Company. 24. SCHEMES OF ARRANGEMENT, AMALGAMATION, RECONSTRUCTION, ETC. 24. SCHEMES OF ARRANGEMENT, AMALGAMATION, RECONSTRUCTION, ETC. Notwithstanding By-Law 8 hereof and subject to the discretion of the SIS Committee, in the Notwithstanding By-Law 8 hereof and subject to the discretion of the SIS Committee, in the event of the court sanctioning a compromise or arrangement between the Company and its event of the court sanctioning a compromise or arrangement between the Company and its members proposed for the purpose of, or in connection with, a scheme of arrangement and members proposed for the purpose of, or in connection with, a scheme of arrangement and reconstruction of the Company under Section 176 Subdivision 2 of Division 7 of Part III of reconstruction of the Company under Section 176 Subdivision 2 of Division 7 of Part III of the Act or its amalgamation with any other company or companies under Section 178 of the the Act or its amalgamation with any other company or companies under Section 178 of the Act, a Grantee may be entitled to exercise all or any part of his Option at any time Act, a Grantee may be entitled to exercise all or any part of his Option at any time commencing from the date upon which the compromise or arrangement is sanctioned by the commencing from the date upon which the compromise or arrangement is sanctioned by the court and ending on the date upon which it becomes fully implemented (or on any other date court and ending on the date upon which it becomes fully implemented (or on any other date specified by the SIS Committee that is within the Option Period) provided always that no specified by the SIS Committee that is within the Option Period) provided always that no Option shall be exercised after the expiry of the Option Period. Option shall be exercised after the expiry of the Option Period. 25. COSTS AND EXPENSES 25. COSTS AND EXPENSES All administrative costs and expenses incurred in relation to this Scheme, including but not All administrative costs and expenses incurred in relation to this Scheme, including but not limited to the costs and expenses relating to the allotment and issue of the new Shares upon limited to the costs and expenses relating to the allotment and issue of the new Shares upon the exercise of any Options, shall be borne by the Company. Notwithstanding this, the exercise of any Options, shall be borne by the Company. Notwithstanding this, the Grantee shall bear any fees, costs and expenses incurred in relation to his/her acceptance the Grantee shall bear any fees, costs and expenses incurred in relation to his/her acceptance and exercise of Option. and exercise of Option. 26. ARTICLES OF ASSOCIATION CONSTITUTION OF THE COMPANY 26. ARTICLES OF ASSOCIATION CONSTITUTION OF THE COMPANY Notwithstanding the terms and conditions contained herein, if a situation of conflict should Notwithstanding the terms and conditions contained herein, if a situation of conflict should arise between the provisions of these By-Laws and the Articles of Association arise between the provisions of these By-Laws and the Articles of Association Constitution of the Company, the provisions of the Articles of Association Constitution shall Constitution of the Company, the provisions of the Articles of Association Constitution shall prevail at all times. prevail at all times. 27. TAXES 27. TAXES All taxes (including income tax) if any, arising from the exercise of any Option under the All taxes (including income tax) if any, arising from the exercise of any Option under the Scheme shall be borne by the Grantee. Scheme shall be borne by the Grantee. 28. SEVERABILITY 28. SEVERABILITY Any term, condition, stipulation, provision in these By-Laws which is illegal, void, prohibited Any term, condition, stipulation, provision in these By-Laws which is illegal, void, prohibited or unenforceable shall be ineffective to the extent of such illegality, voidness, prohibition or unenforceable shall be ineffective to the extent of such illegality, voidness, prohibition or unenforceability without invalidating the remaining provisions hereof, and any such or unenforceability without invalidating the remaining provisions hereof, and any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void or unenforceable any other terms, condition, stipulation, provision herein contained. or unenforceable any other terms, condition, stipulation, provision herein contained. 29. NOTICE 29. NOTICE 29.1 Any notice or request which the Company is required to give, or may desire to give, 29.1 Any notice or request which the Company is required to give, or may desire to give, to any Eligible Person or the Grantee pursuant to the Scheme shall be in writing to any Eligible Person or the Grantee pursuant to the Scheme shall be in writing and shall be deemed to be sufficiently given:- and shall be deemed to be sufficiently given:- a) a) If it is sent by ordinary post by the Company to the Eligible Person or the a) If it is sent by ordinary post by the Company to the Eligible Person or the Grantee at the last address known to the Company as being his/her address, Grantee at the last address known to the Company as being his/her address, such notice or request should be deemed to have been received three (3) such notice or request should be deemed to have been received three (3) Market Days after posting; Market Days after posting; b) b) If it is delivered by hand to the Eligible Person or the Grantee, such notice b) If it is delivered by hand to the Eligible Person or the Grantee, such notice or request shall be deemed to have been received on the date of delivery; or request shall be deemed to have been received on the date of delivery; 76 76 76 APPENDIX III – DRAFT AMENDED BY-LAWS (CONT’D)

c) If it is sent by electronic media, including but not limited to electronic mail, to the Eligible Person or the Grantee, such notice or request shall be deemed to have been received upon confirmation or notification received after the sending of notice or request by the Company.

Any change of address of the Eligible Person or the Grantee shall be communicated in writing to the Company.

29.2 Where any notice which the Company or the SIS Committee is required to give, or may desire to give, in relation to matters which may affect all the Eligible Persons or the Grantees (as the case may be) pursuant to the Scheme, the Company or the SIS Committee may give such notice through an announcement to all employees of the Group to be made in such manner deemed appropriate by the SIS Committee (including via electronic media).

30. GOVERNING LAW AND JURISDICTION

30.1 These By-Laws shall be governed and construed in accordance with the laws of Malaysia and the Eligible Person and/or Grantee shall submit to the exclusive jurisdiction of the courts of Malaysia in all matters connected with the obligations and liabilities of the parties hereto under or arising out of these By-Laws.

30.2 Any proceedings or action shall be instituted or taken in Malaysia and the Eligible Person and/or Grantee irrevocably and unconditionally waives any objection on the ground of venue or forum non-convenience or any other grounds.

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77 77 XOX BHD (Company No. 900384-X) (Incorporated in Malaysia)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of XOX Bhd (“XOX” or the “Company”) will be held at Inspire I & II, Food Tree Café (under Only World Group), No. 10, Jalan Pelukis U1/46, Kawasan Perindustrian Temasya, 40150 Shah Alam, Selangor Darul Ehsan on Wednesday, 31 July 2019 at 9.00 a.m. or at any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolutions with or without any modifications:-

ORDINARY RESOLUTION 1

PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 2,651,255,354 NEW IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES IN XOX (“ICPS”) TOGETHER WITH UP TO 662,813,838 FREE DETACHABLE WARRANTS IN XOX (“WARRANTS B”) ON THE BASIS OF 4 ICPS TOGETHER WITH 1 FREE WARRANT B FOR EVERY 2 EXISTING ORDINARY SHARES IN XOX (“XOX SHARES” OR “SHARES”) HELD BY THE ENTITLED SHAREHOLDERS OF XOX ON AN ENTITLEMENT DATE TO BE DETERMINED LATER (“PROPOSED RIGHTS ISSUE OF ICPS WITH WARRANTS”)

“THAT subject to the passing of the Special Resolution as well as the approval of all relevant regulatory authorities or parties being obtained (if required), including but not limited to the approval of Bursa Malaysia Securities Berhad (“Bursa Securities”) for the listing and quotation of the ICPS and Warrants B to be issued hereunder and the new Shares to be issued pursuant to the conversion of the ICPS and exercise of the Warrants B, the Board of Directors of the Company (“Board”) be and is hereby authorised:-

(a) to provisionally allot and issue by way of a renounceable rights issue of up to 2,651,255,354 ICPS together with up to 662,813,838 Warrants B to the shareholders of the Company (“Shareholders”) whose names appear in the Record of Depositors of the Company as at the close of business on an entitlement date to be determined by the Board (“Entitlement Date”) (“Entitled Shareholders”) and/or their renouncee(s), on the basis of 4 ICPS together with 1 free Warrant B for every 2 existing Shares held on the Entitlement Date at an issue price to be determined by the Board and on such terms and conditions as set out in Section 2.2 of the Circular to Shareholders dated 3 July 2019;

(b) to enter into and execute the deed poll constituting the Warrants B (“Deed Poll B”) and to do all acts, deeds and things as the Board may deem fit or expedient in order to implement, finalise and give effect to the Deed Poll B (including, without limitation, the affixing of the Company’s common seal, where necessary);

(c) to allot and issue the Warrants B in registered form to the Entitled Shareholders (and/or their renouncee(s), as the case may be) and the Excess Applicants (as defined below), if any, who subscribe for and are allotted the ICPS, each Warrant B conferring the right to subscribe for 1 new Share at an exercise price to be determined by the Board at a later date, subject to any provisions for adjustment to the subscription rights attached to the Warrants B in accordance with the provisions of the Deed Poll B to be executed; (d) to allot and issue such number of additional Warrants B pursuant to adjustments as provided under the Deed Poll B (“Additional Warrants B”) and to adjust from time to time the exercise price of the Warrants B as a consequence of the adjustments under the provisions of the Deed Poll B and/or to effect such modifications, variations and/or amendments as may be imposed, required or permitted by Bursa Securities and any other relevant authorities or parties (if required);

(e) to allot and issue such number of new Shares credited as fully paid-up to the holders of the ICPS upon their conversion of the relevant ICPS to subscribe for new Shares during the tenure of the ICPS in accordance with the Constitution of the Company; and

(f) to allot and issue such number of new Shares credited as fully paid-up to the holders of the Warrants B upon their exercise of the relevant Warrants B to subscribe for new Shares during the tenure of the Warrants B, and such further new Shares as may be required or permitted to be issued pursuant to the exercise of the Additional Warrants B and such adjustments in accordance with the provisions of the Deed Poll B.

THAT the Board be and is hereby authorised to determine and vary if deemed fit, necessary and/or expedient, the issue price of the ICPS and the exercise price of the Warrants B to be issued pursuant to the Proposed Rights Issue of ICPS with Warrants;

THAT any ICPS which are not validly taken up or which are not allotted for any reason whatsoever to the Entitled Shareholders and/or their renouncee(s) shall be made available for excess applications in such manner and to such persons (“Excess Applicants”) as the Board shall determine at its absolute discretion;

THAT the ICPS, Warrants B and the new Shares to be issued pursuant to the conversion of the ICPS and/or the exercise of the Warrants B shall be listed on the ACE Market of Bursa Securities;

THAT the proceeds of the Proposed Rights Issue of ICPS with Warrants be utilised for the purposes as set out in Section 3 of the Circular to Shareholders dated 3 July 2019 and the Board be and is hereby authorised with full powers to vary the manner and/or purpose of utilisation of such proceeds in such manner as the Board may deem fit, necessary and/or expedient or in the best interests of the Company, subject to the approval of the relevant authorities (if required);

THAT the fractional entitlements of the ICPS and Warrants B arising from the Proposed Rights Issue of ICPS with Warrants, if any, shall be disregarded and/or dealt with by the Board in such manner and on such terms and conditions as the Board in its absolute discretion may deem fit or expedient and in the best interest of the Company;

THAT the Board be and is hereby empowered and authorised to do all acts, deeds and things, and to execute, enter into, sign, deliver and cause to be delivered for and on behalf of the Company all such transactions, arrangements, agreements and/or documents as it may consider necessary or expedient in order to implement, give full effect to and complete the Proposed Rights Issue of ICPS with Warrants, with full powers to assent to and accept any condition, modification, variation, arrangement and/or amendment to the terms of the Proposed Rights Issue of ICPS with Warrants as the Board may deem fit, necessary and/or expedient in the best interests of the Company or as may be imposed by any relevant authority or consequent upon the implementation of the aforesaid conditions, modifications, variations, arrangements and/or amendments and to take all steps as it considers necessary in connection with the Proposed Rights Issue of ICPS with Warrants in order to implement and give full effect to the Proposed Rights Issue of ICPS with Warrants;

THAT the new Shares to be issued arising from the conversion of the ICPS and/or the exercise of the Warrants B (including the Additional Warrants B, if any) shall, upon allotment, issuance and (where applicable) full payment of the conversion price of the ICPS or exercise price of the Warrants B (or the Additional Warrants B, as the case may be), rank pari passu in all respects with the then existing Shares, save and except that the holders of such new Shares shall not be entitled to any dividends, rights, allotments and/or other distributions which may be declared, made or paid to Shareholders, the entitlement date of which is prior to the date of allotment and issuance of such new Shares arising from the conversion of the ICPS and/or the exercise of the Warrants B (or the Additional Warrants B, as the case may be); AND THAT this Ordinary Resolution 1 constitutes specific approval for the issuance of securities in the Company contemplated herein which is made pursuant to an offer, agreement or option and shall continue in full force and effect until all ICPS, Warrants B, Additional Warrants B (if any) and new Shares to be issued pursuant to or in connection with the Proposed Rights Issue of ICPS with Warrants have been allotted and issued in accordance with the terms of the Proposed Rights Issue of ICPS with Warrants.”

ORDINARY RESOLUTION 2

PROPOSED AMENDMENTS TO THE BY-LAWS OF THE COMPANY (“PROPOSED BY-LAWS AMENDMENTS”)

THAT approval be and is hereby given to the Company to authorise the Proposed By-Laws Amendments in the manner as set out in Appendix III of the Circular to shareholders of the Company dated 3 July 2019;

THAT the Board be and is hereby empowered and authorised to do all acts, deeds and things and to execute, sign, deliver and cause to be delivered on behalf of the Company all such documents (including, without limitation, the affixing of the Company’s common seal, where necessary) as the Board may consider necessary, expedient or relevant to give effect to and complete the Proposed By- Laws Amendments with full power to assent to any conditions, modifications, variations and/or amendments in any manner as may be required by the relevant authorities or as the Board may deem necessary or expedient in order to implement, finalise and give full effect to the Proposed By-Laws Amendments;

AND THAT the amended By-Laws of the existing SIS as set out in Appendix III of the Circular to Shareholders dated 3 July 2019 in respect of inter alia, the Proposed By-Laws Amendments, be and is hereby approved and adopted.”

SPECIAL RESOLUTION

PROPOSED AMENDMENTS TO THE CONSTITUTION OF THE COMPANY (“PROPOSED CONSTITUTION AMENDMENTS”)

“THAT subject to the passing of the Ordinary Resolution 1, approval be and is hereby given to the Company to carry out the proposed amendments to the Constitution of the Company in the manner as set out in Appendix II of the Circular to Shareholders dated 3 July 2019 to enable the Company to implement the Proposed Rights Issue of ICPS with Warrants as envisaged in Ordinary Resolution 1;

AND THAT the Board be and are hereby empowered and authorised to do all acts, deeds and things and to execute, sign, deliver and cause to be delivered on behalf of the Company all such documents (including, without limitation, the affixing of the Company’s common seal, where necessary) as the Board may consider necessary, expedient or relevant to give effect to and complete the Proposed Constitution Amendments with full power to assent to any conditions, modifications, variations and/or amendments in any manner as may be required by the relevant authorities or as the Board may deem necessary or expedient in order to implement, finalise and give full effect to the Proposed Constitution Amendments.”

By Order of the Board XOX BHD

CHONG VOON WAH (MAICSA 7055003) THAI KIAN YAU (MIA 36921) Company Secretaries

Kuala Lumpur 3 July 2019 Notes:- 1. A member entitled to attend and vote at the Meeting is entitled to appoint a maximum of two (2) proxies to attend and vote in his/her stead. A proxy may but need not be a member of the Company. 2. Where a member appoints more than one proxy to attend the same meeting, the appointment shall be invalid unless he/she specifies the proportion of his/her holdings to be represented by each proxy. 3. Where a member of the Company is an exempt authorised nominee defined under the Central Depositories Act which is exempted from compliance with the provision of subsection 25A(1) of the Central Depositories Act 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 authorised nominee may appoint in respect of each omnibus account it holds. 4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointer is a corporation, either under its Common Seal or signed by attorney so authorised. 5. The Form of Proxy must be deposited at the Registrar Office of the Company at No. 2-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting at which the person named in the instrument, proposed to vote or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll. 6. For the purpose of determining members’ eligibility to attend this meeting, only members whose names appear in the Record of Depositors as at 24 July 2019 shall be entitled to attend this meeting or appoint proxy(ies) to attend and/or vote on his/her behalf. 7. Pursuant to Rule 8.31A of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the resolutions set out above will be put to vote by way of poll. ✄ at 9.00 a.m. at Pelukis U1/46, Kawasan Perindustrian Temasya, 40150 Shah Alam,Selangor Darul Ehsan General Meeting ofthe Company to be held at failing him/her,or the o and/or………………………………………………………NRIC ………………………………………….…….NO. /Passport of ………………………………………………………………NRIC ………………………………………….…….NO. /Passport being a member of ...... of /PassportNo. / NRIC Company No...... I/We I/We PROXY OF FORM PROXY OF FORM (Please indicate with a “√” in the space provided on how you wish your vote to be cast. If no specific direction as to voting to as direction specific no If cast. be to vote your wish you voting how to on as provided direction space specific the no in If “√” at his/her discretion) or abstain will vote proxy cast. a be with to indicate vote (Please your wish you how on provided space the in “√” a with indicate (Please proxy will vote or abstain at his/her discretion) or abstain will vote proxy or failing him/her,or the o and/or………………………………………………………NRIC ………………………………………….…….NO. /Passport of ………………………………………………………………NRIC ………………………………………….…….NO. /Passport being a member of ...... of /PassportNo. / NRIC Company No...... at 9.00 a.m. at Pelukis U1/46, Kawasan Perindustrian Temasya, 40150 Shah Alam,Selangor Darul Ehsan General Meeting ofthe Company to be held at NUMBER OF SHARESHELD NUMBER OF SHARESHELD NUMBER Memberof Common Seal / Signature Memberof Common Seal / Signature ______of ______this______day Dated of ______this______day Dated f ...... f ...... 3. 3. 2. 2. 1. 1. NO. NO...... 6. 7. 6. 5. 4. 4. 3. 3. 2. 2. 1. 1. Notes: Notes: 7. 5. (Full Name in Letters)Block (Full Name in Letters)Block Special ResolutionSpecial Ordinary Ordinary Resolution Special ResolutionSpecial Ordinary Ordinary Resolution RESOLUTION RESOLUTION - - Record of DepositorsRecord as at For the for appointed time the before at named whichmeeting the person proposed instrument, in to the or, vote in the ofcase a not less poll, than 24hours 50480 Kuala LumpurHartamas, not less than 48 ho writing or, ap or, the if writing a appointing proxybe instrument underThe shall hand in the writing or of the authorised appointer attorneyduly his in the to (“ Account Securities one in owners beneficial multiple for Company the in shares from of exempted the ofcompliance provision 25A(1) subsection with Central Depositories ordinaryAct the which holds Ac Depositories Central under the nominee defined authorised anexempt Companyis amember the Where of be holdings ofproxy.to by represented each proportion his/her the specifies he/she aWhere member more appoints than oneproxy to proxy his/her A stead. may in neednotvote beamemberbut of the Company. memberA entitledto and attend atvote the Meeting entitled tois appointa maximum of (2)two proxies to and attend set out above beput out byset will ofto poll. way vote Pu on behalf. his/her vote Form ofThe Proxy must be of at Office the deposited Registrar the Companyat No. 2 set out above beput out byset will ofto poll. way vote Pu on behalf. his/her vote of DepositorsRecord as at For the for appointed time the before at named whichmeeting the person proposed instrument, in to the or, vote in the ofcase a not less poll, than 24hours 50480 Kuala LumpurHartamas, not less than 48 ho Form ofThe Proxy must be of at Office the deposited Registrar the Companyat No. 2 ap or, the if writing a appointing proxybe instrument underThe shall hand in the writing or of the authorised appointer attorneyduly his in the to (“ Account Securities one in owners beneficial multiple for Company the in shares from of exempted the ofcompliance provision 25A(1) subsection with Central Depositories ordinaryAct the which holds Ac Depositories Central under the nominee defined authorised anexempt Companyis amember the Where of be holdings ofproxy.to by represented each proportion his/her the specifies he/she aWhere member more appoints than oneproxy to proxy his/her A stead. may in neednotvote beamemberbut of the Company. memberA entitledto and attend atvote the Meeting entitled tois appointa maximum of (2)two proxies to and attend orany at adjournment thereof orany at adjournment thereof rsuant to Rule 8.31A of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the Berhad, resolutions Rule of Requirements to of Malaysia 8.31A Bursa rsuant theSecurities ACE Market Listing rsuant to Rule 8.31A of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the Berhad, resolutions Rule of Requirements to of Malaysia 8.31A Bursa rsuant theSecurities ACE Market Listing number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account holds. omnibus ofit account each respect in nomineeappoint may authorised the exempt number proxies which of number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account holds. omnibus ofit account each respect in nomineeappoint may authorised the exempt number proxies which of Resolution Resolution Resolution Resolution purpose of determining members’ eligibility to attend this meeting, only members whose names appear in the in appear names whose members only meeting, this attend to eligibility members’ determining of purpose purpose of determining members’ eligibility to attend this meeting, only members whose names appear in the in appear names whose members only meeting, this attend to eligibility members’ determining of purpose XOX BHD XOX BHD Chairman of Meetingthe as my/our proxy v to Chairman of Meetingthe as my/our proxy v to pointer is a corporation, either underpointer a its is Common byor attorney corporation, authorised. Seal signed so pointer is a corporation, either underpointer a its is Common byor attorney corporation, authorised. Seal signed so – – , hereby appoint, hereby …………………………….……………..……………..……………..……… , hereby appoint, hereby …………………………….……………..……………..……………..……… 1 2 1 2 ...... Proposed Constitution AmendmentsProposedConstitution Proposed Constitution AmendmentsProposedConstitution – – – – CDS ACCOUNT NO. CDS ACCOUNT NO. CDS Proposed Proposed By Proposed Proposed By (Incorporated in Malaysia under the Companies Act, Act, Companies the under Malaysia in (Incorporated (Incorporated in Malaysia under the Companies Act, Act, Companies the under Malaysia in (Incorporated 24 24 the taking ofthe taking poll. the taking ofthe taking poll. July 2019 July 2019 , respectin of my/our holdings of shares in the manner indicated below: , respectin of my/our holdings of shares in the manner indicated below: Rights Issue ICPS Warrantsof with Rights Issue ICPS Warrantsof with 2019 2019 - Laws Amendments-Laws Inspire I & II, Food TreeInspire& II, ICaféOnly Food (under Group), 10, No. Jalan World Laws AmendmentsLaws Inspire I & II, Food TreeInspire& II, ICaféOnly Food (under Group), 10, No. Jalan World shall beshall entitled to attend meeting orthis to proxy(ies) attend appoint and/or shall beshall entitled to attend meeting orthis to proxy(ies) attend appoint and/or (Company No. 900384 No. (Company 900384 No. (Company . . XOX BHD XOX BHD XOX urs before the time appointedfor holding the meeting or any adjourned urs before the time appointedfor holding the meeting or any adjourned attend the the meeting, same appointment shall be invalid unless attend the the meeting, same appointment shall be invalid unless ...... ote for me/us on me/us for on my/ourote behalf the Extraordinaryat ote for me/us on me/us for on my/ourote behalf the Extraordinaryat - - X) X) Percentage: Percentage: Percentage: of Shares: No. of Shares: No. Second Proxy Second Proxy Percentage: Percentage: of Shares: No. of Shares: No. First Proxy First Proxy proxies are as follows: by my/our proxies are as follows: by my/our berepresented to holdings of my/our proportions The berepresented to holdings of my/our proportions The ...... 1965) 1965) …………………% …………………% …………………% …………………% omnibus account omnibus account ……………… ……………… ……………… ……………… - - FOR FOR 1, 1, SriJalan 8, SriHartamas 1, 1, SriJalan 8, SriHartamas on on ...... W W ednesday ednesday ”), there is no limit no is there ”), ”), there is no limit no is there ”), - - , , AGAINST AGAINST 31 31 ...... t which is is which t t which is is which t is is is is July 2019 July 2019 given, the given, given, the given, Fold this flap for sealing

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AFFIX AFFIX STAMP STAMP

XOX BHD (900384-X) c/o ShareWorks Sdn Bhd No. 2-1, Jalan Sri Hartamas 8 Sri Hartamas 50480 Kuala Lumpur Wilayah Persekutuan Malaysia

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