I. Proposed Demerger of Mphb and Its Subsidiaries (“Mphb Group”);

MULTI-PURPOSE HOLDINGS BERHAD (“MPHB” OR THE “COMPANY”)

I. PROPOSED DEMERGER OF MPHB AND ITS SUBSIDIARIES (“MPHB GROUP”);

II. PROPOSED CAPITAL REPAYMENT TO THE SHAREHOLDERS OF MPHB; AND

III. PROPOSED NAME CHANGE

(COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

1. INTRODUCTION

1.1 We refer to the announcement dated 23 May 2012 in relation to the proposed demerger of the MPHB Group, to create two separate and independent listed entities, namely, the existing MPHB, which will hold the gaming business and a special purpose vehicle, which will hold substantially the financial services businesses and other investments of the MPHB Group (“MPHB Capital Businesses”) (“Proposed Demerger”).

1.2 On behalf of the Board of Directors of MPHB (“Board”), CIMB Investment Bank Berhad (“CIMB”) wishes to announce further developments on the Proposals.

1.3 On 19 July 2012, MPHB announced that it had acquired a 100% equity interest in MPHB Capital Berhad (“MPHB Capital”). The Company proposes to use MPHB Capital as the special purpose vehicle to hold the MPHB Capital Businesses upon completion of the Proposed Internal Reorganisation (as defined in Section 2.1.1). Further details on MPHB Capital are set out in Table A.

2. DETAILS OF THE PROPOSALS

2.1 Proposed Internal Reorganisation

2.1.1 Introduction

On 15 August 2012, MPHB entered into the following agreements with MPHB Capital to form the MPHB Capital Group which will comprise the MPHB Capital Businesses (“Proposed Internal Reorganisation”):

(i) a conditional share sale agreement for the proposed disposal by MPHB of all its shares in West-Jaya Sdn Bhd, Caribbean Gateway Sdn Bhd (“CGSB”), Queensway Nominees (Tempatan) Sdn Bhd, Queensway Nominees (Asing) Sdn Bhd, Kelana Megah Development Sdn Bhd (“KMD”), Magnum.Com Sdn Bhd, Tibanis Sdn Bhd, Mimaland Berhad (“Mimaland”), Leisure Dotcom Sdn Bhd and Magnum Leisure Sdn Bhd (“MLSB”) (collectively referred to as the “SSA 1 Companies”), to MPHB Capital for a total consideration of RM399,742,998 to be satisfied by a combination of cash payment of RM40,036,000 and the issuance of 359,706,998 new ordinary shares of RM1.00 each in MPHB Capital (“MPHB Capital Shares”) to MPHB at the issue price of RM1.00 per MPHB Capital Share (“SSA 1”);

(ii) a conditional share sale agreement for the proposed disposal by MPHB of its entire equity interest in Multi-Purpose Shipping Corporation Berhad, Jayavest Sdn Bhd and Syarikat Perniagaan Selangor Sdn Bhd (“SPS”) (collectively referred to as the “SSA 2 Companies”), to MPHB Capital for a total cash consideration of RM112,790,000 (“SSA 2”);

(iii) a debt novation agreement under which MPHB Capital agreed to assume from MPHB, the amount owing by MPHB to Multi-Purpose Capital Holdings Berhad (“MPCH”) as at 30 June 2012 of RM37,538,000;

(iv) a debt novation agreement under which MPHB Capital agreed to assume from MPHB, the amount owing by MPHB to KMD as at 30 June 2012 of RM534,000; and

(v) a debt novation agreement under which MPHB Capital agreed to assume from MPHB, the amount owing by MPHB to Mimaland as at 30 June 2012 of RM39,502,000.

(The transactions contemplated pursuant to the debt novation agreements referred to in paragraphs (iii), (iv) and (v) above are collectively referred to as the “Debt Novation”)

As part of the Proposed Internal Reorganisation, MPHB proposes to also dispose of its 100% equity interest in MPCH to MPHB Capital for a total consideration of RM392,831,000 to be satisfied by a combination of cash payment of RM37,538,000 and the issuance of 355,293,000 new MPHB Capital Shares at the issue price of RM1.00 per MPHB Capital Share to MPHB. MPHB and MPHB Capital will have to obtain the approval of the Minister of Finance (“MOF”) via Bank Negara Malaysia (“BNM”), before entering into a share sale agreement in respect of this disposal (“MPCH SSA”).

Further details on the companies to be transferred from MPHB to MPHB Capital pursuant to the Proposed Internal Reorganisation are set out in Table B.

2.1.2 Salient terms of the definitive agreements

(i) In addition to the terms mentioned in Section 2.1.1, the salient terms of the SSA 1 are as follows:

(a) The SSA 1 is conditional upon the fulfilment (or waiver) of the following conditions precedent by the SSA 1 Cut-Off Date (i.e. 14 February 2013), or such other date mutually agreed between the parties:

• the prior approval, confirmation of no objection or permission from the relevant regulatory authorities and/or third parties, where applicable;

• the discharge of all charges and other encumbrances over the assets of KMD and MLSB; and

• the fulfilment of the conditions precedent to SSA 2 and MPCH SSA (other than the conditions described in clause 4 of the said agreements).

(b) If any of the conditions precedent to SSA 1 are not fulfilled by the SSA 1 Cut- Off Date, either MPHB or MPHB Capital may terminate SSA 1 by giving a fourteen business days’ notice in writing to the other.

(c) MPHB Capital shall pay the total cash consideration to MPHB within eighteen months after the date of completion of SSA 1.

(d) Completion of SSA 1 is conditional on the simultaneous completion of SSA 2 and MPCH SSA.

(e) Completion of SSA 1 will fall on a date which is five business days after the date SSA 1 becomes unconditional or at such other later date as may be agreed by the parties.

(f) MPHB Capital must ensure the unconditional release of MPHB or any related corporation of MPHB (other than the subsidiaries within the MPHB Capital Businesses) (“Related Corporations”) or any shareholder or director of MPHB and their respective Related Corporations from any guarantee provided in relation to any SSA 1 Companies and their subsidiaries (including any business obligation) upon completion or at such longer period as may be reasonably agreed between the parties if such release cannot be obtained upon completion.

(ii) In addition to the terms mentioned in Section 2.1.1, the salient terms of the SSA 2 are as follows:

(a) The SSA 2 is conditional upon the fulfilment (or waiver) of the following conditions precedent by the SSA 2 Cut-Off Date (i.e. 14 February 2013), or such other date mutually agreed between the parties:

• the prior approval, confirmation of no objection or permission from the relevant regulatory authorities and/or third parties, where applicable;

• the discharge of all charges and other encumbrances over the assets of SPS; and

• the fulfilment of the conditions precedent to SSA 1 and MPCH SSA (other than the conditions described in clause 4 of the said agreements).

(b) If any of the conditions precedent to SSA 2 are not fulfilled by the SSA 2 Cut- Off Date, either MPHB or MPHB Capital may terminate SSA 2 by giving a fourteen business days’ notice in writing to the other.

(c) MPHB Capital shall pay the total cash consideration to MPHB within eighteen months after the date of completion of SSA 2.

(d) Completion of SSA 2 is conditional on the simultaneous completion of SSA 1 and MPCH SSA.

(e) Completion of SSA 2 will fall on a date which is five business days after the date SSA 2 becomes unconditional or at such other later date as may be agreed by the parties.

(f) MPHB Capital must ensure the unconditional release of MPHB or the Related Corporations or any shareholder or director of MPHB and their respective Related Corporations from any guarantee provided in relation to any SSA 2 Companies and their subsidiaries (including any business obligation) upon completion or at such longer period as may be reasonably agreed between the parties if such release cannot be obtained upon completion.

(iii) In addition to the terms mentioned in Section 2.1.1, the salient terms of the proposed MPCH SSA are expected to be as follows:

(a) The MPCH SSA is conditional upon the fulfilment (or waiver) of the following conditions precedent by the MPCH SSA Cut-Off Date i.e. a date falling six months from the date of MPCH SSA, or such other date as mutually agreed between the parties:

• the approval of the MOF via BNM for the sale and purchase of the share capital of MPCH and the acquisition of the MPHB Capital Shares by MPHB under the MPCH SSA;

• the prior approval, confirmation of no objection or permission from the other relevant regulatory authorities and/or third parties, where applicable; and

• the fulfilment of the conditions precedent to SSA 1 and SSA 2 (other than the conditions described in clause 4 of the said agreements).

(b) If any of the conditions precedent to MPCH SSA are not fulfilled by the MPCH SSA Cut-Off Date, either MPHB or MPHB Capital may terminate MPCH SSA by giving a fourteen business days’ notice in writing to the other.

(c) MPHB Capital shall pay the total cash consideration to MPHB within eighteen months after the date of completion of MPCH SSA.

(d) Completion of MPCH SSA is conditional on the simultaneous completion of SSA 1 and SSA 2.

(e) Completion of MPCH SSA will fall on a date which is five business days after the date MPCH SSA becomes unconditional or at such other later date as may be agreed by the parties.

(f) MPHB Capital must ensure the unconditional release of MPHB or the Related Corporations or any shareholder or director of MPHB and their respective Related Corporations from any guarantee provided in relation to MPCH and its subsidiaries (including any business obligation) upon completion or at such longer period as may be reasonably agreed between the parties if such release cannot be obtained upon completion.

2.1.3 Basis for the disposal consideration

The disposal consideration for the SSA 1 Companies, SSA 2 Companies and MPCH were determined after taking into account, amongst others, the audited net assets (“NA”) as at 31 December 2011 and the earnings potential of these companies and their subsidiaries.

2.1.4 Ranking of the new MPHB Capital Shares

The new MPHB Capital Shares to be issued pursuant to the Proposed Internal Reorganisation shall upon allotment and issue, rank equally in all respects with the existing MPHB Capital Shares, save and except that they shall not be entitled to any dividends, rights, allotments and/or other distributions, unless the allotment of the MPHB Capital Shares were made on or prior to the entitlement date.

2.1.5 NA and assumed liabilities

The audited NA of the SSA 1 Companies, SSA 2 Companies and MPCH as at 31 December 2011 are set out in Table B.

There are no liabilities, including any contingent liabilities and guarantees, to be assumed by MPHB Capital pursuant to the Proposed Internal Reorganisation, other than the Debt Novation.

2.2 Proposed Offer for Sale

2.2.1 Upon completion of the Proposed Internal Reorganisation, MPHB proposes to undertake a renounceable offer for sale of all its 715,000,000 MPHB Capital Shares (“Offer Shares”), representing 100% equity interest in MPHB Capital, to the shareholders of MPHB on the basis of one MPHB Capital Share for every two ordinary shares of RM1.00 each in MPHB held on an entitlement date to be announced later.

2.2.2 The offer price for the MPHB Capital Shares under the Proposed Offer for Sale (“Offer Price”) has been fixed at RM1.00 per share after taking into account, amongst others, the audited NA of the MPHB Capital Businesses as at 31 December 2011, their unaudited NA as at 30 June 2012 and their earnings potential.

2.2.3 The Offer Shares will be offered to the entitled shareholders of MPHB free from all liens, pledges, charges, mortgages and other encumbrances and with all rights attaching thereto.

The Offer Shares will be provisionally allotted to the entitled shareholders of MPHB. Accordingly, the entitled shareholders of MPHB can apply for or renounce their entitlements to purchase the Offer Shares in full or in part. Offer Shares which are not taken up or validly taken up shall be made available for excess applications. Fractions of a share arising from the Proposed Offer for Sale will be dealt with by the Directors of MPHB and MPHB Capital as 4

they may deem fit. It is the intention of the Directors of MPHB and MPHB Capital to allot excess share applications, if any, on a fair and equitable basis and in such manner to minimise the incidence of odd lots.

2.2.4 MPHB shall endeavour to procure from its major shareholders, namely Casi Management Sdn Bhd and Asia 4D Holdings Limited, their irrevocable written undertakings to apply for and purchase in full their respective entitlements under the Proposed Offer for Sale.

In connection with the above, the above major shareholders have indicated their intention to apply for and purchase in full their respective entitlements under the Proposed Offer for Sale.

The Company will also procure underwriters to underwrite such number of MPHB Capital Shares that are not applied for or not validly taken up by the entitled shareholders of MPHB pursuant to their entitlements as well as via excess applications, and also to ensure that the public shareholding spread requirement of Bursa Malaysia Securities Berhad (“Bursa Securities”) is met at the point of listing of MPHB Capital.

2.2.5 The net proceeds to be raised from the Proposed Offer for Sale will accrue entirely to MPHB and MPHB proposes to distribute all the net proceeds to its shareholders under the Proposed Capital Repayment as detailed in Section 2.4.

2.3 Proposed Listing

In conjunction with the Proposed Offer for Sale, MPHB Capital is proposing to seek a listing of and quotation for its entire issued and paid-up share capital on the Main Market of Bursa Securities.

2.4 Proposed Capital Repayment

Upon completion of the Proposed Offer for Sale, the Company proposes to carry out a capital repayment exercise of all the net proceeds under the Proposed Offer for Sale by way of reduction of the share premium of the Company under Sections 60 and 64 of the Companies Act, 1965 (“Companies Act”) (“Proposed Capital Repayment”).

Based on the audited financial statements of the MPHB Group as at 31 December 2011, the share premium of the Company amounted to RM1,413.1 million. For illustrative purposes only, assuming that the net proceeds raised from the Proposed Offer for Sale is RM696.5 million, being gross proceeds of RM715.0 million less estimated expenses of RM18.5 million, an amount of share premium which is equivalent to the said net proceeds will need to be utilised for the capital reduction.

The Board expects to announce the entitlement date for and actual quantum of the Proposed Capital Repayment as soon as practicable after all the necessary approvals for the Proposed Capital Repayment have been obtained.

2.5 Proposed Name Change

After the Proposed Demerger, the Board intends to change the name of MPHB by including the word “Magnum” to better reflect the core business of MPHB Group after the Proposed Demerger, which is gaming (“Proposed Name Change”).

3. RISK FACTORS

The Proposals are conditional upon the approvals being obtained from the relevant authorities and/or parties, as disclosed in Section 5 below, and are also subject to the other conditions precedent as set out in Section 2.1.2 above. There is no assurance that all the said conditions can be fulfilled or fulfilled in a timely manner, failing which the Proposals may be aborted or there may be a delay in their implementation.

4. EFFECTS OF THE PROPOSALS ON MPHB

4.1 Issued and paid-up share capital

The Proposals will not have any effect on the issued and paid-up share capital of MPHB as they do not involve any issuance of new shares by MPHB.

4.2 NA, NA per share and gearing

The proforma effects of the Proposals on the NA, NA per share and gearing of the MPHB Group are set out in Table C.

4.3 Shareholdings of MPHB’s substantial shareholders

The Proposals will not have any effect on the substantial shareholders’ shareholdings in MPHB.

4.4 Earnings and earnings per share (“EPS”)

As the Proposed Demerger is expected to be completed by the end of year 2012, it is expected to have a material effect on the earnings of the MPHB Group for the financial year ending 31 December 2012.

Based on the audited financial statements of the MPHB Group for the financial year ended (“FYE”) 31 December 2011 after the adoption of the Malaysian Financial Reporting Standards (“MFRS”), the Proposed Offer for Sale is expected to result in a one-off proforma loss on disposal of RM250.4 million to the MPHB Group.

Upon completion of the Proposed Demerger, the MPHB Group will cease to consolidate the earnings contribution from the MPHB Capital Businesses.

The Proposed Capital Repayment will not have any material effect on the consolidated earnings and EPS of the MPHB Group for the financial year ending 31 December 2012.

5. APPROVALS REQUIRED

The Proposals are subject to the following approvals:

(i) the Securities Commission (“SC”) and SC (Equity Compliance Unit) for the Proposed Offer for Sale and Proposed Listing;

(ii) the MOF through BNM in relation to Multi-Purpose Insurans Bhd pursuant to the Proposed Internal Reorganisation and Proposed Offer for Sale (as the case may be);

(iii) the shareholders of MPHB for the Proposed Offer for Sale, Proposed Listing, Proposed Name Change and Proposed Capital Repayment;

(iv) Bursa Securities, for the admission of MPHB Capital to the Official List of Bursa Securities and the listing of and quotation for its entire issued and paid-up share capital on the Main Market of Bursa Securities;

(v) the creditors/lenders of the MPHB Group for the Proposed Internal Reorganisation and Proposed Capital Repayment, where required;

(vi) the High Court of Malaya for the Proposed Capital Repayment via an order confirming the reduction of share premium of MPHB pursuant to Sections 60 and 64 of the Companies Act; and

(vii) any other relevant authorities and/or parties, if required.

The Proposed Offer for Sale and the Proposed Listing are inter-conditional upon each other to the extent of obtaining approvals and/or approvals-in-principle.

The Proposed Offer for Sale and the Proposed Listing are conditional upon the obtaining of approvals for, and the implementation of, the Proposed Internal Reorganisation but not vice versa.

The Proposed Capital Repayment and the Proposed Name Change are conditional upon the implementation of the Proposed Offer for Sale and the Proposed Listing, but not vice versa.

6. INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED

None of the Directors and/or major shareholders of MPHB and/or persons connected to them has any interests, direct or indirect, in the Proposals, save for their respective entitlements as shareholders of MPHB, where applicable.

7. DIRECTORS’ STATEMENT

After having considered all aspects of the Proposals, the Board is of the opinion that the Proposals are in the best interest of the Company.

8. ADVISERS

CIMB has been appointed as Principal Adviser and Newfields Advisors Sdn Bhd as Co- Adviser for the Proposals.

9. ESTIMATED TIMEFRAME FOR COMPLETION

Subject to all the required approvals being obtained and capital market conditions then prevailing, the Board expects the Proposals to be completed by the first half of 2013.

10. HIGHEST PERCENTAGE RATIOS APPLICABLE TO THE PROPOSED OFFER FOR SALE PURSUANT TO PARAGRAPH 10.02(G) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA SECURITIES (“PERCENTAGE RATIO”)

The highest Percentage Ratio applicable to the Proposed Offer for Sale is about 22.9%.

11. APPLICATION TO THE RELEVANT AUTHORITIES

The applications to the relevant authorities in relation to the Proposals are expected to be made within two months from the date of this announcement.

12. DOCUMENTS AVAILABLE FOR INSPECTION

The SSA 1, SSA 2 and Debt Novation agreements referred to in Section 2.1.1 above will be made available to shareholders for inspection at the registered office of MPHB at 39th Floor, Menara Multi-Purpose, Capital Square, No. 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur during normal business hours from Mondays to Fridays (except public holidays) for a period of three months from the date of this announcement.

13. FURTHER INFORMATION

This announcement is not intended for distribution except as required under the Main Market Listing Requirements of Bursa Securities. This announcement and the information contained herein shall in no way be construed as an offer to sell securities in any jurisdiction.

This announcement is dated 15 August 2012.

Table A Information on MPHB Capital

MPHB Capital was incorporated in Malaysia under the Companies Act as a private limited company on 17 July 2012 and was converted to a public limited company on 23 July 2012.

The principal activity of MPHB Capital is investment holding while the proposed groups of companies to be acquired by MPHB Capital under the Proposed Internal Reorganisation are principally involved in general insurance, leasing, hire purchase and general loan financing, factoring, property investments and hospitality.

MPHB Capital has an authorised share capital of RM1,000,000,000 comprising 1,000,000,000 MPHB Capital Shares of RM1.00 each of which 2 MPHB Capital Shares have been issued and fully paid-up as at 30 July 2012.

A summary of MPHB Capital Group’s results based on the combined financial statements (which were prepared based on the individual audited financial statements of companies within the MPHB Capital Businesses) for the three FYE 31 December 2009, 31 December 2010 and 31 December 2011 are as follows:

FYE 31 December 2009 2010 2011 RM 000 RM 000 RM 000

Revenue 213,514 260,400 281,235 Profit before taxation 32,981 64,556 64,281 Taxation (9,318) (8,820) (15,093) Profit after taxation 23,663 55,736 49,188 Non-controlling interests (“NCI”) (1,266) 44 1,009

Profit after taxation and NCI (“PATANCI”) 22,397 55,780 50,197

Commentaries:

FYE 31 December 2010

MPHB Capital Group recorded an increase in revenue of RM46.9 million or 22.0% from RM213.5 million for the FYE 31 December 2009 to RM260.4 million for the FYE 31 December 2010. The increase in revenue was mainly due to higher net earned premiums and a full year’s revenue contribution from Flamingo by the Beach, Penang after the hotel re-opened for business in October 2009 after undergoing refurbishment.

MPHB Capital Group recorded an increase in PATANCI of RM33.4 million or 149.1% from RM22.4 million for the FYE 31 December 2009 to RM55.8 million for the FYE 31 December 2010. The increase in PATANCI was mainly due to the increase in revenue and lower expenses compared to the previous year.

FYE 31 December 2011

MPHB Capital Group recorded an increase in revenue of RM20.8 million or 8.0% from RM260.4 million for the FYE 31 December 2010 to RM281.2 million for the FYE 31 December 2011. The increase in revenue was mainly due to higher net earned premiums and higher revenue contribution from the Flamingo by the Beach, Penang as a result of higher occupancy and average room rates.

MPHB Capital Group recorded a decrease in PATANCI of RM5.6 million or 10.0% from RM55.8 million for the FYE 31 December 2010 to RM50.2 million for the FYE 31 December 2011. The decrease in PATANCI was mainly due to higher expenses and higher tax expenses recorded by MPHB Capital Group in 2011.

Table B Information relating to the SSA 1 Companies, SSA 2 Companies and MPCH

Purchase consideration No. of ordinary No. of new shares held Equity Audited NA New MPHB Original by MPHB interest as at 31 MPHB Capital cost of (unless held by December Capital Shares to be Issue investment Date of otherwise MPHB 2011 Cash Shares Total issued price Principal Companies (RM 000) investment stated) (%) (RM 000) (RM 000) (RM 000) (RM 000) (000) (RM) activities

SSA 1 Companies

(i) West-Jaya 735.7 Prior to 1981 140,000 70.0 (49,968) - (2)- (2)- (3)- 1.00 Investment Sdn Bhd 0.1 31 January 1981 holding and property 10.0 1 June 1981 investment 100.0 1 October 1981 0.3 30 November 1981 92.0 30 June 1983

(2) (2) (3) (ii) CGSB 1.7 16 June 2008 20 100.0 (948) - - - - 1.00 Investment (1)- 29 April 2011 holding

(1) (2) (2) (3) (iii) Queensway - 30 September 2007 2,800 70.0 (543) - - - - 1.00 Nominees Nominees services and (Tempatan) property Sdn Bhd investment

(iv) Queensway (1)- 30 September 2007 7 70.0 (4,611) - (2)- (2)- (3)- 1.00 Nominees Nominees services and (Asing) Sdn property Bhd investment

(v) KMD 92,000.0 25 November 2009 111,612,000 100.0 169,913 534 141,976 142,510 141,976 1.00 Plantation and 337.6 23 February 2010 ordinary property holding shares and 930,000 preference shares

(vi) Magnum.Com (1)- 16 December 2008 34,296,002 100.0 1,695 - 30,036 30,036 30,036 1.00 Property Sdn Bhd (1)- 28 January 2009 investment 34,296.0 3 May 2012

(vii) Tibanis Sdn 59,413.8 16 December 2008 35,147,002 100.0 72,244 - 91,612 91,612 91,612 1.00 Property Bhd 178.2 28 January 2009 ordinary investment shares and 1 35,147.0 3 May 2012 preference share

(viii) Mimaland 59,367.1 29 December 2008 47,873,024 98.2 108,515 39,502 55,209 94,711 55,209 1.00 Dormant 208.8 25 September 2009 33,697.1 4 January 2011

(ix) Leisure 7,468.6 16 December 2008 70,000 70.0 (1,224) - (2)- (2)- (3)- 1.00 Property Dotcom Sdn 22.4 28 January 2009 investment Bhd

(x) MLSB 10,365.4 16 December 2008 48,100,000 100.0 (1,522) - 40,874 40,874 40,874 1.00 Operation of a 31.1 28 January 2009 hotel 48,000.0 3 May 2012

SSA 2 Companies

(1) (i) Multi-Purpose - 31 October 1982 38,877,242 100.0 (25) 1,926 - 1,926 N/A N/A Investment Shipping 11,178.2 30 August 1984 holding and Corporation property 27,699.0 30 September 1984 Berhad investment

(ii) Jayavest Sdn 30,454.0 16 December 2008 50,000 100.0 (33,292) 35,118 - 35,118 N/A N/A Investment Bhd 114.7 20 January 2009 holding

(iii) Syarikat 24,830.7 16 December 2008 47,936,000 100.0 43,986 75,746 - 75,746 N/A N/A Property Perniagaan 74.5 28 January 2009 investment & Selangor Sdn management and 45,936.0 3 May 2012 Bhd operation of hotel

MPCH 109,464.4 1 November 1984 220,000,000 100.0 444,912 37,538 355,293 392,831 355,293 1.00 Investment 825.4 31 December 1984 holding. The subsidiaries of 1,020.0 17 May 1985 MPCH are 167,199.9 12 May 1995 principally 6,134.9 30 June 1995 involved in investment 32,391.4 23 September 2002 holding, general 97.5 16 October 2002 insurance 41,596.9 30 June 2009 business of all 5,203.0 31 July 2009 classes, credit and leasing 140.4 31 October 2010 business, hire purchase and general loans financing, nominee services, factoring business and property investment.

Notes: N/A Not applicable. (1) Insignificant (2) RM2.00. (3) 2 new MPHB Capital Shares. .

Table C Proforma effects of the Proposals on the NA, NA per share and gearing of the MPHB Group

(a) (b) (c) Audited as After (a) After (b) and at 31 (4)After and the the Proposed December adoption of Proposed Capital

2011 MFRS Demerger Repayment RM 000

Share capital 1,437,749 1,437,749 1,437,749 1,437,749 Share premium 1,413,108 1,413,108 1,413,108 716,608 Treasury shares (17,657) (17,657) (17,657) (17,657) Other reserves (622,638) (721,465) (671,694) (671,694) Retained profits 911,774 1,131,129 (5)862,190 862,190 Shareholders’ funds / NA 3,122,336 3,242,864 3,023,696 2,327,196 Number of MPHB Shares in issue (000)(1) 1,427,321 1,427,321 1,427,321 1,427,321 NA per share (RM) 2.19 2.27 2.12 1.63 Total borrowings (RM 000) (2)2,490,788 (3)2,104,162 (3)2,031,907 (3)2,031,907 Total cash and bank balances (RM 000) 1,129,389 1,129,587 (6)1,644,213 947,713 Gearing ratio (times) 0.80 0.65 0.67 0.87 Net gearing ratio (times) 0.44 0.30 0.13 0.47

Notes:

(1) Excludes treasury shares.

(2) Comprises long-term borrowings, short-term borrowings and liability component of the Redeemable Convertible Unsecured Loan Stocks-C.

(3) Comprises long-term borrowings and short-term borrowings.

(4) After restating the audited financial statements for the FYE 31 December 2011 to incorporate the effects of the adoption of the MFRS framework.

(5) After taking into account the estimated expenses of about RM18.5 million for the Proposals.

(6) Excludes the cash consideration payable by MPHB Capital to MPHB of RM40.0 million, RM112.8 million and RM37.5 million under the SSA 1, SSA 2 and MPCH SSA respectively.