Notification to Shareholders of Misc Berhad Receipt Of
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THIS NOTIFICATION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you have sold or transferred all your shares in MISC Berhad (“MISC”), you should hand over this Notification to the person throughTHIS whom NOTIFICATION you effected the IS sale IMPORTANT or transfe r,AND for delivery REQUIRES to the YOUR purchaser IMMEDIATE or transferee. ATTENTION BursaIf you Malaysia have sold Securities or transferred Berhad all hasyour not shares perused in MISC the contentBerhad s(“ ofMISC this”), Notification you should prior hand to over its issuance this Notifica andtion hence, to the takesperson no through responsibility whom youfor effectedthe contents the sale of or this transfe Notificar, for tion,delivery makes to the no purchaser representation or transferee. as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance uponBursa the Malaysia whole or Securitiesany part of Berhad the contents has not of perusedthis Notification. the content s of this Notification prior to its issuance and hence, takes no responsibility for the contents of this Notification, makes no representation as to its accuracy or THIScompleteness NOTIFICATION and expressly IS FOR YOUR disclaims INFORMATION any liability ONwhatsoeverLY. NO ACTIONfor any lossIS REQUIRED howsoever TO arising BE TAKEN from or. in reliance upon the whole or any part of the contents of this Notification. THIS NOTIFICATION IS FOR YOUR INFORMATION ON LY. NO ACTION IS REQUIRED TO BE TAKEN. (Company No. 8178-H) (Incorporated in Malaysia) (Company No. 8178-H) (Incorporated in Malaysia) NOTIFICATION TO SHAREHOL DERS OF MISC BERHAD NOTIFICATION TO SHAREHOLDERS OF MISC BERHAD IN RELATION TO THE IN RELATION TO THE RECEIPT OF NOTICE OF CONDITIONAL TAKE-OVER OFFER DATED 31 JANUARY 2013 RECEIPT OF NOTICE OF CONDITIONAL TAKE-OVER OFFER DATED 31FROM JANUARY 2013 FROM PETROLIAM NASIONAL BERHAD PETROLIAMTHROUGH NASIONAL BERHAD THROUGH CIMB INVESTMENT BANK BERHAD CIMB INVESTMENT BANK BERHAD This Notification is dated 6 February 2013 This Notification is dated 6 February 2013 (Company No. 8178-H) (Incorporated in Malaysia) Registered Office Level 25, Menara Dayabumi Jalan Sultan Hishamuddin 50050 Kuala Lumpur 6 February 2013 Board of Directors Datuk Manharlal a/l Ratilal (Chairman, Non-Independent Non-Executive Director) Datuk Nasarudin bin Md Idris (President/Chief Executive Officer Non-Independent Executive Director) Krishnan a/l C K Menon (Independent Non-Executive Director) Dato’ Halipah binti Esa (Independent Non-Executive Director) Dato’ Kalsom binti Abd. Rahman (Independent Non-Executive Director) Mohd. Farid bin Mohd. Adnan (Non-Independent Non-Executive Director) Lim Beng Choon (Independent Non-Executive Director) To: The Shareholders of MISC Dear Shareholders, RECEIPT OF NOTICE OF CONDITIONAL TAKE-OVER OFFER DATED 31 JANUARY 2013 FROM CIMB INVESTMENT BANK BERHAD ON BEHALF OF PETROLIAM NASIONAL BERHAD (“PETRONAS” OR “OFFEROR”) 1. INTRODUCTION On 31 January 2013, MISC received a notice of conditional take-over offer (“Notice”) from CIMB Investment Bank Berhad (“CIMB”), on behalf of the Offeror, to acquire all the ordinary shares of RM1.00 each in MISC (“MISC Shares”), which are not already held by PETRONAS at a cash offer price of RM5.30 per MISC share (“Offer Shares”) (“Offer”). The Board had on 31 January 2013 announced the receipt of the Notice. A copy of the Notice is enclosed herein for your further information. The Board has confirmed that they do not intend to seek an alternative person to make a take-over offer for the Offer Shares. 1 2. CONDITIONS OF THE OFFER The Offer shall be conditional upon the following: (i) the Offeror having received by the close of the Offer, valid acceptances (provided that such acceptances are not, where permitted, subsequently withdrawn) in respect of the Offer Shares, which would result in the Offeror holding in aggregate, together with such MISC Shares that are already acquired, held or entitled to be acquired or held by the Offeror, 90% or more of the total MISC Shares (“Acceptance Condition”); and (ii) consent or approval of any other relevant authorities or parties having been obtained, if required. The Acceptance Condition shall be fulfilled by 5.00 p.m. (Malaysian time) on or before the close of the Offer which shall not be later than the sixtieth (60th) day from the Posting Date as defined in the Notice, failing which the Offer shall lapse and all acceptances shall be returned to the Holders who have accepted the Offer and the Offeror will thereafter cease to be bound by any such prior acceptances of the Offer. Further details on the Offer are set out in the enclosed Notice. 3. APPOINTMENT OF INDEPENDENT ADVISER In accordance with the Malaysian Code On Take-Overs and Mergers 2010 (“Code”), AmInvestment Bank Berhad has been appointed by the Board as the independent adviser (“Independent Adviser”) to advise the Board and the holders of the Offer Shares on the reasonableness and fairness of the Offer pursuant to Section 15(1) of the Code. 4. DOCUMENTS RELATING TO THE OFFER The purpose of this Notification is to inform you of the Offer and does not constitute an offer. The document outlining the details of the Offer, together with the accompanying Form of Acceptance and Transfer (“Offer Document”) will be despatched to you by CIMB Investment Bank Berhad, on behalf of the Offeror, within twenty-one (21) days from the date of the Notice or any extended period of time as may be approved or directed by the Securities Commission Malaysia (“SC”). The independent advice circular from the Independent Adviser will be despatched to you within ten (10) days from the date of despatch of the Offer Document or any later date as may be approved by the SC. YOU ARE ADVISED NOT TO TAKE ANY ACTION WHICH MAY BE PREJUDICAL TO YOUR INTERESTS AND TO READ THE OFFER DOCUMENT AND THE INDEPENDENT ADVICE CIRCULAR TO BE ISSUED AND POSTED TO YOU CAREFULLY BEFORE TAKING ANY ACTION. Yours faithfully, For and on behalf of the Board of Directors of MISC BERHAD DATUK NASARUDIN BIN MD IDRIS Non-Independent Executive Director 2 2 NOTICE OF CONDITIONAL TAKE-OVER OFFER DATED 31 JANUARY 2013 FROM CIMB INVESTMENT BANK BERHAD ON BEHALF OF PETROLIAM NASIONAL BERHAD 2 3 4 5 6 7 8 9 10 11 .