Plus Expressways Berhad (“Peb” Or the “Company”)

PLUS EXPRESSWAYS BERHAD (“PEB” OR THE “COMPANY”)

OFFER TO ACQUIRE ALL OF THE BUSINESS AND UNDERTAKING, INCLUDING ALL ASSETS AND LIABILITIES, OF PLUS EXPRESSWAYS BERHAD

1. INTRODUCTION

We refer to the Company’s announcements dated 15 October 2010 and 25 October 2010 in relation to the offer from UEM Group Berhad (“ UEM ”) and the Employees Provident Fund Board (“ EPF ”) (the “ Joint Offerors ”), to acquire all of the business and undertaking of PEB as carried on by PEB as at the date of the offer letter dated 15 October 2010, including all assets and liabilities of PEB as of the completion of the transaction (“ PEB Business ”) for a total purchase consideration of RM23,000,000,000 (“ Offer ”). After the disposal of the PEB Business pursuant to the Offer, the Joint Offerors proposed that PEB, subject to obtaining all requisite approvals, return all proceeds from the disposal that are attributable to the non-interested shareholders, via a special dividend and selective capital repayment exercise (collectively referred to as the “Proposed Distribution ”).

On behalf of the Board of Directors of PEB (“ Board ”), RHB Investment Bank Berhad (“ RHB Investment Bank ”) wishes to announce that further to the discussions held between PEB and the Joint Offerors, the Board had today received a revised letter of offer (which shall supersede the earlier letter of offer dated 15 October 2010), details of which are set out in the revised letter of offer attached. Accordingly, the Board, save for Tan Sri Dato’ Mohd Sheriff Mohd Kassim, Dato’ Mohd Izzaddin Idris, Dato’ Noorizah Hj Abd Hamid, Encik Hassan Ja’afar, Datuk Mohamed Azman Yahya and Dato’ Seri Ismail Shahudin (collectively referred to as the “ Interested Directors ”), has considered and evaluated the revised letter dated 9 November 2010 from the Joint Offerors pertaining to the Offer (“ Offer Letter ”).

In this respect, the Board, save for the Interested Directors, after taking into consideration the advice of the Principal Adviser, the Independent Adviser, the legal counsel as well as the valuation analysis of PEB by Goldman Sachs (Malaysia) Sdn Bhd (“ Goldman Sachs ”) and all other relevant aspects of the Offer, has resolved to accept the Offer by the Joint Offerors to acquire the PEB Business for a total consideration of RM23,000,000,000, subject to the terms and conditions of the Offer Letter (“ Proposed Disposal ”). The Board, save for the Interested Directors, has also resolved that after completion of the Proposed Disposal and subject to all requisite approvals being obtained, PEB will proceed with the Proposed Distribution.

The Proposed Disposal and Proposed Distribution are collectively referred to hereinafter as the “Proposals ”.

The Board has appointed RHB Investment Bank as the Principal Adviser in relation to the Proposals, AmInvestment Bank Berhad (“ AmInvestment Bank ”) as the Independent Adviser to advise the non-interested directors and non-interested shareholders in relation to the Proposals, Zul Rafique & Partners as the legal counsel in relation to the Proposals and Goldman Sachs to perform a valuation analysis of PEB for the non-interested directors.

Further details are set out in the ensuing sections.

2. DETAILS OF THE PROPOSED DISPOSAL

The Proposed Disposal entails the disposal of the entire business and undertaking of PEB as carried on by PEB as of 15 October 2010, including all assets and liabilities of PEB as of the completion of the Proposed Disposal (“ Completion ”) to the Joint Offerors. This includes (without limitation) that part of the PEB Business comprising:-

(a) all assets and liabilities in Malaysia (“ Malaysian Business ”), including (without limitation) all of the 100% equity interests in:-

(i) Projek Lebuhraya Utara-Selatan Berhad;

(ii) Expressway Lingkaran Tengah Sdn Bhd;

(iii) Linkedua (Malaysia) Berhad; and

(iv) Konsortium Lebuhraya Butterworth-Kulim (KLBK) Sdn Bhd,

(b) all assets and liabilities outside Malaysia (“ International Business ”), including (without limitation) all equity interests held by PEB and/or its subsidiaries (“ PEB Group ”) in:-

(i) PLUS Kalyan (Mauritius) Private Limited;

(ii) PLUS BKSP Toll Limited;

(iii) PT Lintas Marga Sedaya;

(iv) PT Cimanggis Cibitung Tollways;

(v) Indu Navayuga Infra Project Private Limited;

(vi) PLUS Plaza (Mauritius) Private Limited;

(vii) PLUS Jetpur (Mauritius) Private Limited; and

(viii) Jetpur-Somnath Highway Limited.

The Joint Offerors shall incorporate a private limited company to undertake the Offer (“ SPV ”), with UEM and EPF each holding 51% and 49% equity interest respectively in SPV.

Notwithstanding anything to the contrary herein, in the event that PEB receives any competing offer (“ Competing Offer ”) after the acceptance by PEB of the Offer, but before the approval of the shareholders of PEB having been obtained for the disposal of the PEB Business, PEB and PEB’s directors shall have the right to consider, deliberate, assess and evaluate such Competing Offer, including but not limited to the right to engage professional advisers and experts to assist PEB and its directors in such evaluation and assessment. PEB may, if the directors of PEB think fit and in the best interests of PEB, table the Competing Offer together with the Offer to the shareholders of PEB for their consideration and decision. In the event that the shareholders’ approval for the Offer is obtained, PEB and PEB’s directors shall not enter into any discussion or negotiation, or agreement, with any other party with respect to the sale of the assets and liabilities of PEB, or any privatisation proposal involving PEB or any of its subsidiaries.

The Proposed Disposal is subject to the terms and conditions of the Offer Letter.

2.1 Salient Terms and Conditions of the Offer Letter

2.1.1 Disposal Consideration

(a) Subject to Section 2.1.2 below, the aggregate disposal consideration for the PEB Business is RM23,000,000,000 (“ Disposal Consideration ”). Based on the issued and paid-up share capital of PEB as at 1 November 2010, the Disposal Consideration is equivalent to RM4.60 per ordinary share of RM0.25 each in PEB (“ PEB Share(s) ” or “Share(s) ”).

(b) The Disposal Consideration shall be satisfied by way of a cash payment to PEB, provided that on Completion:-

(i) the portion of the Disposal Consideration which is attributable to EPF, UEM and Khazanah Nasional Berhad (“ Khazanah ”) (but in the case of Khazanah, excluding PEB Shares held by Khazanah which forms part of the exchange property (“ Exchange Property ”) of the USD850,000,000 Periodic Payment Exchangeable Trust Certificates of Khazanah (“ Exchangeable Bonds ”)) will be an amount owing by SPV; and

(ii) the balance of the Disposal Consideration which is attributable to the remaining shareholders of PEB (other than EPF, UEM and Khazanah), including (for the avoidance of doubt) in respect of the PEB Shares held by Khazanah which forms part of the Exchange Property (“ Entitled Shareholders ”), will be paid in cash.

The amount owing by SPV to PEB referred to in Section 2.1.1(b)(i) above shall be settled by SPV within six (6) months from Completion, or by any other date to be mutually agreed between PEB and the Joint Offerors in writing.

For illustrative purposes, based on the shareholding structure of the Company as at 1 November 2010, the portion of the Disposal Consideration attributable to the Entitled Shareholders as well as UEM, Khazanah and EPF are as follows:-

As at 1 November 2010 Disposal Consideration No. of Shares % (RM’000) UEM 1,925,370,835 38.50 8,856,706 Khazanah 834,553,823 16.69 388,948 EPF 556,722,112 11.14 2,560,922 Entitled Shareholders 1,683,353,230 33.67 11,193,424 Total 5,000,000,000 100.0 23,000,000

2.1.2 Distribution

If PEB declares, makes and/or pays a dividend or other distribution of any nature whatsoever (“ Distribution ”) after 15 October 2010 up to Completion, the Disposal Consideration shall be reduced by an amount equivalent to the net Distribution made per PEB Share multiplied by the total outstanding PEB Shares.

2.1.3 Conditions Precedent

(a) The Proposed Disposal shall be subject to the following conditions precedent (“ Conditions Precedent ”) being satisfied within eight (8) months (or such longer period as may be agreed between the parties) from the acceptance of the Offer (“ Conditions Period ”):-

(i) the approval of the shareholders of PEB;

(ii) the approval or consent of the creditors of the PEB Group, where required;

(iii) where required, the approval or consent of any relevant regulatory authority, the Malaysian government, any relevant ministry, and/or any foreign authority or person, in connection with the disposal of the PEB Business, on terms acceptable to the Joint Offerors; and

(iv) the grant by the relevant regulatory authorities of waivers, exemptions and/or reliefs for all stamp duty, real property gains tax, and any other tax or levy that may arise or be incurred in respect of the acquisition by SPV and/or its subsidiary of the PEB Business, on terms acceptable to SPV, and of a waiver for all taxes to be incurred by SPV for the tenure of the concession period in respect of the highway concession assets of the Malaysian Business.

(b) Notwithstanding anything to the contrary, if the Conditions Precedent are not satisfied on or before the expiry of the Conditions Period, then the Offer (and any contract constituted under the Offer) shall forthwith lapse and cease to have any further force or effect and thereafter none of the parties shall have any further rights against the others.

2.1.4 Completion

(a) Provided that there has been no breach of the provisions in Section 2.1.5 below, Completion shall take place on the fourteenth (14 th ) business day after the last of all of the following shall have occurred:-

(i) the satisfaction of all of the Conditions Precedent within the Conditions Period; and

(ii) on a date no later than four (4) months from the expiry of the Conditions Period (or such longer period as may be agreed between the parties) the Joint Offerors confirm that they are satisfied with the terms and conditions of the new master concession to be agreed between SPV and the Malaysian Government, which is in substitution for the existing concession agreements held by the several companies referred to in Sections 2(a)(i) to (iv) above.

If no notice whatsoever is received by PEB from the Joint Offerors on any of the foregoing events described in Section 2.1.4(a)(ii) above within the stipulated period, Completion shall take place on the fourteenth (14 th ) day from the expiry of the stipulated period.

(b) Unless otherwise required by law, the Joint Offerors shall be entitled to waive in writing any of the approvals, consents, waivers, exemptions, reliefs and/or requirements provided, required or envisaged under the Offer. The consequences of non-fulfilment of the Conditions Precedent shall apply mutatis mutandis in the event Completion does not take place in accordance with the provisions of Section 2.1.4(a) above.

(c) On Completion, or at any later date as may be determined by SPV, the Malaysian Business and International Business will be transferred and conveyed to SPV or any other person as may be nominated by SPV. Such transfer and conveyance shall be completed by PEB delivering to SPV (or such person nominated by SPV), in such manner as shall be necessary to confer legal and beneficial ownership of the transferee, whether by transfer, physical delivery, assignment or novation.

2.1.5 Negative Covenants

(a) The Offer is subject to the PEB Group not doing (without the prior approval in writing of the Joint Offerors) any of the following from 15 October 2010 until Completion, or the rejection of the Offer by the shareholders of PEB at a shareholders’ meeting of PEB convened for the purpose of considering the Offer (whichever is the earlier):-

(i) making or permitting any change to the terms and conditions of, terminating, or extending, the current employment contracts of the senior management of the PEB Group;

(ii) making or permitting any change to the share capital structure of PEB;

(iii) other than in the ordinary course of business of PEB and/or its subsidiaries, and save in respect of agreements already entered into prior to 15 October 2010, disposing of or transferring, or permitting the disposal or transfer of, any of the material businesses or assets of the PEB Group, and for this purpose any disposal or transfer for a purchase consideration in excess of 1.0% of the consolidated shareholders’ funds of the PEB Group based on the latest audited financial statements of PEB shall be deemed to be material;

(iv) other than in the ordinary course of business of PEB and/or its subsidiaries, and save in respect of agreements already entered into prior to 15 October 2010, acquiring, or permitting the acquisition by any PEB’s subsidiary of, any material business or asset, and for this purpose any acquisition for a purchase consideration in excess of 1.0% of the consolidated shareholders’ funds of the PEB Group based on the latest audited financial statements of PEB shall be deemed to be material;

(v) declaring or paying, or supporting the declaration or payment, of any dividend or distribution by PEB, any PEB’s subsidiary or any associated company of PEB (“ Affiliate ”) in excess of the cumulative amount of dividends or distributions made by such Affiliate in its previous financial year;

(vi) entering into any related party transaction (within the meaning prescribed by the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“ Bursa Securities ”) (“ Listing Requirements ”)), other than recurrent related party transactions for which shareholders’ mandate has been obtained;

(vii) entering into any long-term contract or capital commitment for the supply of goods or services for the PEB Business other than in the ordinary course of business of PEB and/or its subsidiaries;

(viii) creating, extending, granting or issuing, or agreeing to create, extend, grant or issue, any mortgage, charge, debenture or other security over the assets of PEB or any of PEB’s subsidiary other than in the ordinary course of business of PEB and/or its subsidiaries;

(ix) creating or issuing, or agreeing to create or issue, any share or loan capital in PEB or any PEB’s subsidiary, or give or agree to give any option in respect of any shares or loan capital of PEB or any PEB’s subsidiary;

(x) passing any resolution in general meeting (other than in respect of any ordinary business tabled in an annual general meeting or pursuant to Sections 11(a)(i) and (b)(i) above or make any alteration to the provisions of the memorandum and articles of association of PEB or any PEB’s subsidiary;

(xi) paying or agreeing to pay its directors, officers and employees or any of them any remuneration or other emoluments, bonus or benefits (including directors fees), or changing or agreeing to change the remuneration or other emoluments, bonus or benefits of any of them, other than those which have been agreed in writing prior to 15 October 2010;

(xii) appointing any new director to the board of any PEB’s subsidiary;

(xiii) incurring any liability (including contingent liability) in excess of 1.0% of the consolidated shareholders’ funds of the PEB Group based on the latest audited financial statements of PEB and which is outside the ordinary course of business of PEB and/or its subsidiaries;

(xiv) doing or causing, or allowing to be done or omitted, any act or thing which would result (or be likely to result) in a breach of any lawful obligation of PEB or any PEB’s subsidiary; and/or

(xv) doing or causing, or allowing to be done or omitted, any act or thing which would result (or be likely to result) in a material adverse effect on or material change to the material licences and concession agreements of PEB or any PEB’s subsidiary.

(b) PEB also undertakes that, as from 15 October 2010 until Completion, it (and it shall use reasonable endeavours to cause and procure that each PEB’s subsidiary) shall carry on its business only in the usual, regular and ordinary course in substantially the same manner as the same is carried on as of 15 October 2010 so as to preserve its relationships with all parties to the end that its goodwill and going concern shall not be materially impaired at Completion, save as otherwise agreed in writing by the Joint Offerors.

(c) The Joint Offerors shall ensure that the SPV provides employment to the existing employees of PEB (subject to their agreement, if required) with effect from Completion on terms and conditions that are no less favourable than those applicable to such employees immediately prior to Completion, and the years of service of such employees in PEB shall be recognised as the years of service with SPV.

2.1.6 Default

(a) Either PEB or the Joint Offerors (“ Non-Defaulting Party ”) may (but shall not be obliged to) forthwith terminate the Offer Letter by written notice to the other party (“ Defaulting Party ”) if the Defaulting Party is in breach of any term or condition of the Offer Letter and:-

(i) such breach is incapable of being remedied; or

(ii) where capable of remedy, is not remedied within fourteen days of receipt of notice in writing by the Non-Defaulting Party specifying the nature of the breach and requiring such remedy.

(b) Such termination shall be without prejudice to Non-Defaulting Party’s rights and remedies under law. The Non-Defaulting Party shall be entitled to claim damages from the Defaulting Party in respect of such breach, and in such event all cost incurred in connection with the Offer shall be borne and paid by the Defaulting Party on a solicitor- client basis.

(c) In no event will either party be liable to the other party for any indirect loss, including loss of profits or business, or any exemplary, indirect, incidental, consequential or punitive damage of any kind whatsoever in respect of any breach or termination of the Offer Letter, even if the other party has been advised of the possibility of such damage.

2.2 Basis and Justification for the Disposal Consideration

On 9 November 2010, the Board, save for the Interested Directors, had accepted the Offer subject to the terms and conditions of the Offer Letter, after taking into consideration, inter alia, the following:-

(a) the offer price of RM4.60 per PEB Share represents a premium of 7.98% over RM4.26, being the five (5)-day volume-weighted average market price (“VWAP”) of PEB Shares and a premium of 15.87% over RM3.97, being the three (3)-month VWAP of PEB Shares, up to and including 13 October 2010, being the last trading day prior to the date of announcement of the original Offer;

(b) the offer price of RM4.60 per PEB Share represents a premium of 34.11% over RM3.43, being the being the five (5)-day VWAP of PEB Shares and a premium of 35.69% over RM3.39, being the three (3)-month VWAP of PEB Shares, up to and including 30 April 2010, ie. prior to the news of a privatisation proposal for Malaysian toll-road operators;

(c) the implied enterprise value over the earnings before interest, taxation, depreciation and amortisation multiple (“ EV/EBITDA ”) and price-earnings ratio (“ PER ”) based on the offer price of RM4.60 per Share falls within the mean and median EV/EBITDA and PER range of comparable listed companies;

(d) the precedent transactions involving the privatisation of public companies listed on Bursa Securities;

(e) the opinion of Goldman Sachs, dated 9 November 2010, based upon and subject to the assumptions and limitations set forth therein, as to the equity valuation range of PEB, taken in the aggregate and in the context of the transactions contemplated by the Offer Letter (“ Goldman Sachs Valuation Range ”);

(f) the Board's determination that the Disposal Consideration falls within the Goldman Sachs Valuation Range; and

(g) the opinion of the Independent Adviser, AmInvestment Bank that the Proposals, including the Disposal Consideration, are fair and reasonable and not detrimental to the non-interested shareholders of PEB.

3. DETAILS OF THE PROPOSED DISTRIBUTION

After the Proposed Disposal, the Board, save for the Interested Directors, proposed that PEB, subject to obtaining all requisite approvals, return all proceeds from the disposal that are attributable to the Entitled Shareholders amounting to approximately RM11 billion (based on the shareholding of PEB as at 1 November 2010), by way of the Proposed Distribution.

The Proposed Distribution shall comprise the following proposals:-

(a) Proposed special dividend

The proposed special dividend involves PEB undertaking a declaration and payment of part of the Disposal Consideration attributable to the Entitled Shareholders.

Based on the shareholding structure of PEB as at 1 November 2010, the amount to be distributed to the Entitled Shareholders under the proposed special dividend is approximately RM9.75 billion represented by the available retained profits account of the Company upon Completion as special tax-exempt dividend, based on the audited consolidated financial statements of PEB as at 31 December 2009 after including the gain arising from the Proposed Disposal, on a date to be determined by the Board and announced later (“ Entitlement Date ”) (“ Proposed Special Dividend ”).

(b) Proposed selective capital repayment

The proposed selective capital repayment involves PEB undertaking a selective capital reduction and repayment exercise in accordance with Section 64 of the Companies Act, 1965 (“ Act ”), whereby the entire Shares (except for 10,000,000 Shares held collectively by EPF, UEM and Khazanah in proportion to their respective shareholdings immediately prior to the capital reduction) will be cancelled and capital in the total of RM1,247,500,000 shall be repaid to the Entitled Shareholders (“ Proposed SCR ”).

The Proposed SCR will result in the reduction of the issued and paid-up share capital of PEB from RM1,250,000,000 comprising 5,000,000,000 Shares to RM2,500,000 comprising 10,000,000 Shares.

EPF, UEM and Khazanah shall waive all of their entitlements to the Proposed Special Dividend and Proposed SCR (but in the case of Khazanah, this waiver does not include the entitlements arising from Shares which forms part of the Exchange Property). For the avoidance of doubt, all Shares which forms part of the Exchange Property under the Exchangeable Bonds will receive their full entitlement under the Proposed Special Dividend and Proposed SCR, which entitlement will be for the benefit of the holders of the Exchangeable Bonds in accordance with the terms thereof, and in no event will Khazanah be entitled to receive any of such proceeds from the Proposed Special Dividend and Proposed SCR on its own behalf.

Based on the above and the shareholding structure of PEB as at 1 November 2010, the breakdown of the Proposed Distribution would be as follows:-

RM’bil RM per Share Proposed Special Dividend 9.75 4.08 Proposed SCR 1.25 0.52 Total 11.00 4.60

For the avoidance of doubt, the Proposed Special Dividend and Proposed SCR will be implemented simultaneously and the Entitlement Date for both proposals will be on the same date.

Upon completion of the Proposed Distribution, PEB’s remaining share capital will be held by the Joint Offerors and Khazanah, and PEB will be delisted from Bursa Securities.

4. INFORMATION ON PEB

PEB was incorporated in Malaysia as a public company on 29 January 2002 under the Act. On 17 July 2002, the Company was listed on the Main Board (now known as the Main Market) of Bursa Securities.

The principal activities of PEB are investment holding and provision of expressway operation services. The Company is principally engaged in the highway concessions and related services through its subsidiaries:-

(a) Projek Lebuhraya Utara-Selatan Berhad is involved in the operation and maintenance of a tolled expressway network comprising the North-South Expressway, the New Klang Valley Expressway, a section of Federal Highway Route 2 between Subang and Klang, and the Seremban-Port Dickson Highway in Peninsular Malaysia;

(b) Expressway Lingkaran Tengah Sdn Bhd undertakes the operation, maintenance and toll collection of the North-South Expressway Central Link and an extension of the KLIA Expressway;

(c) Linkedua (Malaysia) Berhad undertakes the operation, maintenance and toll collection of the Malaysia-Singapore Second Crossing;

(d) Konsortium Lebuhraya Butterworth-Kulim (KLBK) Sdn Bhd is engaged in the operation, maintenance and toll collection of the Butterworth-Kulim Expressway;

(e) On 6 October 2009, the Company acquired PLUS Helicopter Services Sdn Bhd (“ PHS ”) for a cash consideration of RM2. PHS is a dedicated aviation company that provides helicopter charter services; and

(f) PEB also has seven (7) foreign subsidiaries under its name. Four highway concessionaires namely PLUS BKSP Toll Limited and Indu Navayuga Infra Project Private Limited both in India as well as PT Lintas Marga Sedaya and PT Cimanggis- Cibitung Tollways both in Indonesia. Finally, PLUS Plaza (Mauritius) Private Limited, PLUS Jetpur (Mauritius) Private Limited and PLUS Kalyan (Mauritius) Private Limited which are involved in investment holding.

As at 1 November 2010, PEB has an authorised share capital of RM2,500,000,000 comprising 10,000,000,000 Shares, of which 5,000,000,000 Shares have been issued and credited as fully paid-up.

The summary audited consolidated financial results of PEB for the past three (3) FYE 31 December 2009 and the unaudited consolidated results of PEB for the six (6)-month period ended is set out in Appendix I of this Announcement.

The details of the subsidiaries and associated company of PEB are set out in Appendix II of this Announcement.

4.1 Information on the PEB Business to be disposed off

The assets of PEB to be disposed off pursuant to the Proposed Disposal mainly comprise of the concession assets, details of which are set out in Appendix II of this Announcement.

4.2 Liabilities of PEB to be assumed by the Joint Offerors

All the liabilities of PEB will be transferred, assigned and novated to SPV upon Completion such that PEB will not have any liabilities after the Proposed Disposal.

4.3 Original cost of investment

Details of the original costs and dates of investments by PEB in its subsidiaries and associated company are set out in Appendix III of this Announcement.

5. INFORMATION ON THE JOINT OFFERORS

(a) UEM

UEM was incorporated in Malaysia under the Companies Ordinances 1940-1946 on 10 March 1966 as United Engineers (Malaysia) Limited. It changed its name to United Engineers (Malaysia) Sdn Bhd on 15 April 1966. On 3 June 1975, it was converted into a public company and changed its name to United Engineers (Malaysia) Berhad. UEM assumed its present name on 23 January 2007.

UEM was previously listed on the Main Board of Bursa Securities on 10 July 1975. On 15 October 2001, UEM was taken private and de-listed from the Official List of Bursa Securities following its shareholders’ acceptance of more than 90% of the voluntary take- over offer made by Syarikat Danasaham Sdn Bhd (“ Danasaham ”), a wholly-owned subsidiary of Khazanah. On 14 January 2005, Danasaham transferred its entire shareholdings in UEM to Khazanah.

The principal activities of UEM are project design, management and contracting in the field of civil, electrical and mechanical engineering, the undertaking of turnkey projects and investment holding. The principal activities of its subsidiaries and associated companies include expressway operations, manufacturing, engineering and construction, information and communications technology, healthcare, environmental services, property development and investment holding.

As at 1 November 2010, UEM has an authorised share capital of RM500,000,000 comprising 1,000,000,000 ordinary shares of RM0.50 each, of which 817,088,621 ordinary shares of RM0.50 each have been issued and credited as fully paid-up.

(b) EPF

EPF was established under the Employees Provident Fund Ordinance 1951 (the precursor to the Employees Provident Fund Act 1991) as the trustee of Employees Provident Fund. The principal members of Employees Provident Fund are the private and non- pensionable public sector employees.

The principal activities of EPF are to receive and to collect contributions, to meet all withdrawals of savings and other benefits to members of their beneficiaries upon satisfaction of any condition for withdrawals and to invest its monies for the benefit of its members.

6. RATIONALE FOR THE PROPOSALS

The Proposed Disposal is undertaken pursuant to the Offer. After taking into consideration the advice of the Principal Adviser, the Independent Adviser, the legal counsel as well as the valuation analysis of PEB by Goldman Sachs and all other relevant aspects of the Proposals, the Board, save for the Interested Directors, had accepted the Offer and recommends the Proposed Disposal for the consideration of the shareholders of PEB.

The Proposed Distribution is undertaken to facilitate the return of the cash proceeds from the Disposal Consideration that are attributable to the Entitled Shareholders, to the Entitled Shareholders.

The Proposals will also accord an opportunity for the shareholders of PEB to realise their investment in PEB at a price, which is higher than the historical market price of PEB Shares since it was listed on Bursa Securities on 17 July 2002.

7. UTILISATION OF PROCEEDS

The cash proceeds arising from the Proposed Disposal will be returned to the Entitled Shareholders pursuant to the Proposed Distribution.

8. LISTING STATUS OF PEB

If the Proposed Distribution is not carried out after the Proposed Disposal is completed, PEB will not have any assets other than the Disposal Consideration and the shareholders of PEB will not receive the cash distribution pursuant to the Proposed Distribution.

In such an event, Bursa Securities may classify PEB as a ‘Cash Company’ pursuant to Paragraph 8.03(1) of the Listing Requirements, in which case the Company shall fall within the ambit of Practice Note 16 of the Listing Requirements (“ PN16 ”).

In addition, Bursa Securities may also classify PEB as an affected listed issuer under Practice Note 17 of the Listing Requirements (“ PN17 ”) (“ PN17 Company ”) upon Completion as PEB may have deemed to have triggered the following prescribed criteria under PN17:-

(i) suspended or ceased all of its business or entire operations as a result of the Proposed Disposal; or

(ii) have an insignificant business or operations after the Proposed Disposal.

If the Proposed Distribution is not carried out, the Board will consider various other options available to PEB in order to distribute the Disposal Consideration, such as members’ voluntary winding-up of the Company.

The above is not applicable if the Proposed Distribution is carried out, as the Proposed Distribution will result in the Company distributing the Disposal Consideration to the Entitled Shareholders.

Upon completion of the Proposed Distribution, PEB’s remaining share capital will be held by the Joint Offerors and Khazanah, and PEB will be delisted from Bursa Securities.

9. RISKS IN RELATION TO THE PROPOSALS

9.1 Conditions of the Proposed Disposal

Completion of the Proposed Disposal is conditional upon the Conditions Precedent being satisfied and/or waived within the Conditions Period. There can be no assurance that such approvals and/or conditions will be obtained, satisfied and/or waived. Notwithstanding this, PEB will take all reasonable steps to ensure the satisfaction and/or waiver (as the case may be) of the Conditions Precedent to ensure Completion.

9.2 Sanction of the High Court of Malaya (“Court”) for the Proposed SCR

The Proposed SCR will be subject to confirmation by the Court. The Court has the ultimate discretion as to whether to allow the Proposed SCR and in arriving at its decision, it will consider amongst others the compliance by PEB of the requirements of the Act, whether the Proposed SCR is fair and equitable amongst its shareholders and whether the rights and interest of the creditors of PEB are safeguarded and are not prejudiced.

As such if, amongst other reasons, there is an objection from the creditors proving that the Proposed SCR is prejudicial to such creditors, the Court may not sanction the capital reduction to return the capital of the Company to the shareholders. In such an event, the Proposed Disposal can still take place and shareholders of PEB will continue holding PEB Shares, which will not have any assets other than cash. Please refer to the implication of PN16 and PN17 of the Listing Requirements as set out in Section 9.4 below.

9.3 Timing of the Proposed Special Dividend and Proposed SCR

As the Proposed Special Dividend and Proposed SCR are both conditional upon completion of the Proposed Disposal, any delay in completion of the Proposed Disposal would have a consequential impact on the timeliness of the implementation of the Proposed Special Dividend and Proposed SCR.

Further, the Proposed SCR can only be implemented after the Court has confirmed the capital reduction, which will result in the cancellation of the entire issued and paid-up share capital of PEB (except for 10,000,000 Shares held collectively by EPF, UEM and Khazanah in proportion to their respective shareholdings immediately prior to the capital reduction).

The Proposed SCR may take up to six (6) months or more to complete from the date of approval for the Proposed SCR by the shareholders of PEB, as it would depend on the availability of the Court to grant a hearing date to hear the petition for capital reduction. As the Proposed Disposal is not conditional upon the Proposed Distribution, it will be the case that the prospective purchaser would already have title, control and possession to the assets of PEB before the Entitled Shareholders receive the cash pursuant to the Proposed Special Dividend and the return of capital by PEB via the Proposed SCR.

9.4 The implications of PN16 and PN17 of the Listing Requirements

In the event the Proposed Distribution is not carried out, upon the completion of the Proposed Disposal, PEB will not have any assets other than cash and the shareholders of PEB will not receive any distribution of cash or such consideration as may be derived from cash under the Proposals. In such as event, Bursa Securities may consider PEB to be a ‘Cash Company’ under Paragraph 8.03(1) of the Listing Requirements, in which case PEB would fall within the ambit of PN16 of the Listing Requirements.

If the special resolution for the Proposed Distribution is not passed and/or the confirmation by the Court for the Proposed SCR is not obtained, the Board of PEB will then need to propose an alternative proposal to return the capital to its shareholders, wherein the timing of such alternative proposal is uncertain at this juncture.

10. EFFECTS OF THE PROPOSALS

10.1 Share Capital

The Proposed Disposal would not have any effect on the issued and paid-up share capital of PEB.

Upon completion of the Proposed Distribution, in particular the Proposed SCR, the issued and paid-up share capital of PEB shall be reduced as follows:-

Issued and paid-up share capital No. of Shares (RM)

As at 1 November 2010 5,000,000,000 1,250,000,000

To be reduced pursuant to the Proposed SCR (4,990,000,000) (1,247,500,000)

Upon completion of the Proposed Distribution 10,000,000 2,500,000

10.2 Earnings

Pursuant to the Proposed Disposal, PEB is expected to realise an estimated gain on disposal amounting to approximately RM19 billion, subject to tax confirmation, based on the audited consolidated financial statements of PEB for the FYE 31 December 2009.

Upon completion of the Proposed Disposal, PEB would cease to have any income generating business. Thereafter, pending the full distribution of the cash proceeds arising from the Proposed Disposal, PEB would be generating interest income from the placement of such proceeds as short term deposits/investments with licensed financial institutions. Upon full implementation of the Proposed Distribution, the Company would cease to generate income from such cash proceeds.

10.3 Dividends

The Board, save for the Interested Directors, proposes to distribute and return the disposal proceeds arising from the Proposed Disposal to the Entitled Shareholders via the Proposed Distribution, comprising the Proposed Special Dividend and Proposed SCR.

10.4 Convertible Securities

As at 1 November 2010, PEB does not have any convertible securities.

10.5 Net Assets (“NA”) and Gearing

For illustrative purposes only, based on the audited consolidated balance sheet of PEB as at 31 December 2009 and on the assumption that the Proposals had been effected on that date, the proforma effect of the Proposals on the NA per Share and gearing of the PEB Group are as follows:-

Audited as at 31 (I) (II) Audited as at December After the After (I) and 31 December 2009 Proposed Proposed 2009 (Restated) Disposal Distribution (RM’000) (RM’000) (RM’000) (RM’000)

Share capital 1,250,000 1,250,000 1,250,000 2,500 Capital reserve 461,138 461,138 - - Merger reserve 298,834 298,834 - - Other reserves (7,664) (7,664) - - Retained earnings 4,074,326 2,892,750 21,750,000* 11,998,000 Shareholders’ funds/NA 6,076,634 4,895,058 23,000,000 12,000,500

No. of Shares in issue (’000) 5,000,000 5,000,000 5,000,000 10,000 NA per Share (RM) 1.22 0.98 4.60 1,200 Total borrowings (RM’000) 10,999,183 10,999,183 - - Gearing (times) 1.81 2.25 - -

* Includes estimated gain on disposal of approximately RM19 billion which is subject to tax confirmation

10.6 Substantial Shareholders’ Shareholdings

The Proposed Disposal is not expected to have any effects on the shareholdings of the substantial shareholders of PEB, whilst the Proposed Distribution involves the return of the entire issued and paid-up share capital of PEB (except for 10,000,000 Shares held collectively by EPF, UEM and Khazanah in proportion to their respective shareholdings immediately prior to the capital reduction) to the Entitled Shareholders, as follows:-

(I) (II) As at 1 November 2010 After the Proposed Disposal After (I) and Proposed Distribution <------Direct ------> <------Indirect ------> <------Direct ------> <------Indirect ------> <------Direct ------> <------Indirect ------> Substantial No. of Shares % No. of Shares % No. of Shares % No. of Shares % No. of Shares % No. of Shares % shareholder

UEM 1,925,370,835 38.50 - - 1,925,370,835 38.50 - - 7,500,000 75.00 - -

Khazanah 834,553,823 16.69 1,925,370,835 (a) 38.50 834,553,823 16.69 1,925,370,835 (a) 38.50 330,000 3.30 7,500,000 (a) 75.00

EPF 556,722,112 11.14 - - 556,722,112 11.14 - - 2,1 70,000 21.70 - -

Note:-

(a) Held via UEM

11. APPROVALS REQUIRED

(a) The Proposed Disposal is subject to the following approvals being obtained:-

(i) the approval of the shareholders of PEB;

(ii) the approval or consent of the creditors of the PEB Group, where required;

(iii) where required, the approval or consent of any relevant regulatory authority, the Malaysian government, any relevant ministry, and/or any foreign authority or person in connection with the disposal of the PEB Business, on terms acceptable to the Joint Offerors; and

(b) The Proposed Distribution is subject to the following approvals being obtained:-

(i) the approval of the shareholders of PEB;

(ii) the approval or consent of the creditors of the PEB Group, where required; and

(iii) the grant of an order of the High Court confirming the capital reduction and repayment for the Proposed SCR.

The Proposed Disposal is not conditional upon the Proposed Distribution but the Proposed Distribution is conditional upon the Proposed Disposal. Apart from the above, the Proposals are not conditional upon any other corporate proposals.

12. PERCENTAGE RATIOS

The highest percentage ratios applicable to the Proposed Disposal pursuant to Paragraph 10.02(g) of the Listing Requirements are as follows:-

(a) the value of the assets to be disposed off pursuant to the Proposed Disposal compared with the NA of the PEB Group based on the audited consolidated financial statements of PEB for the FYE 31 December 2009 which amounts to 100%;

(b) the net profits attributable to the assets to be disposed off pursuant to the Proposed Disposal compared with the net profits of the PEB Group based on the audited consolidated financial statements of PEB for the FYE 31 December 2009 which amounts to 100%; and

(c) the total assets to be disposed off pursuant to the Proposed Disposal compared with the total assets of the PEB Group based on the audited consolidated financial statements of PEB for the FYE 31 December 2009 which amounts to 100%.

13. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

Save as disclosed below, none of the Directors or major shareholders of PEB as well as persons connected with them have any interest, direct or indirect, in the Proposals, save for their entitlements (if any) under the Proposed Special Dividend and Proposed SCR, which are also available to all the Entitled Shareholders:-

(a) UEM, Khazanah and EPF respectively, being the major shareholders of PEB and SPV;

(b) Tan Sri Dato’ Mohd Sheriff Mohd Kassim, being the Non-Independent Non-Executive and Chairman of PEB nominated by Khazanah, a major shareholder of PEB and SPV;

(c) Dato’ Mohd Izzaddin Idris, being the Non-Independent Non-Executive Deputy Chairman of PEB nominated by UEM, and a Director of UEM, a major shareholder of PEB and SPV;

(d) Dato’ Noorizah Hj Abd Hamid, being the Managing Director of PEB appointed by UEM, a major shareholder of PEB and SPV;

(e) Encik Hassan Ja’afar, being a Non-Independent Non-Executive Director of PEB nominated by Khazanah, a major shareholder of PEB and SPV;

(f) Datuk Mohamed Azman Yahya, being a Non-Independent Non-Executive Director of PEB nominated by UEM, a major shareholder of PEB and SPV; and

(g) Dato’ Seri Ismail Shahudin, being a Non-Independent Non-Executive Director of PEB, and a Director of UEM, a major shareholder of PEB and SPV.

UEM, Khazanah and EPF are collectively referred to as the “ Interested Major Shareholders ”,

The shareholdings of the Interested Directors and Interested Major Shareholders (collectively referred to as the “ Interested Parties ”) in PEB as at 1 November 2010 are as follows:-

<------No. of Shares ------> Direct % Indirect %

Interested Major Shareholders UEM 1,925,370,835 38.50 - - Khazanah 834,553,823 16.69 1,925,370,835 (a) 38.50 EPF 556,722,112 11.14 - -

Interested Directors Tan Sri Dato’ Mohd Sheriff 55,000 0.01 - - Mohd Kassim Dato’ Mohd Izzaddin Idris - - - - Dato’ Noorizah Hj Abd Hamid - - 20,000 (b) * Encik Hassan Ja’afar 40,000 * - - Datuk Mohamed Azman Yahya 40,000 * - - Dato’ Seri Ismail Shahudin - - - -

Notes:-

(a) Held via UEM (b) Held via nominee * Negligible

The Interested Directors have abstained and will continue to abstain from all deliberations and voting at the Board meetings of the Company pertaining to the Proposals. The Interested Parties will abstain from voting in respect of their direct and/or indirect shareholdings in PEB, if any, on the resolutions pertaining to the Proposals to be tabled at an EGM to be convened.

The Interested Parties are also required to ensure that persons connected with them will abstain from voting in respect of their direct and/or indirect shareholdings in PEB, if any, on the resolutions pertaining to the Proposals to be tabled at an EGM to be convened.

14. TRANSACTION WITH UEM, KHAZANAH AND EPF IN THE PAST TWELVE (12) MONTHS

Save as disclosed below and the Proposed Disposal, there have been no transactions entered into between the Company and EPF, UEM and Khazanah during the twelve (12) months preceding the date of this Announcement:-

(a) Acquisition of Touch 'n Go Sdn Bhd (" TnG ")

On 11 June 2010, PEB completed the acquisition of 3,334,000 ordinary shares of RM1.00 each, representing 20% equity interest in TnG from UEM Land Holdings Berhad, a subsidiary of UEM, for a total cash consideration of RM33,406,680.

TnG is primarily involved in providing contactless means of fare payment services via a prepaid e-payment card known as Touch 'n Go.

(b) Acquisition of Teras Teknologi Sdn Bhd (“ TERAS ”)

On 15 June 2010, PEB had entered into a share sale agreement with UEM and completed the acquisition of 1,000,000 ordinary shares of RM1.00 each in TERAS, representing 100% equity interest in TERAS, from UEM for a total cash consideration of RM44,000,000.

TERAS is principally involved in the provision of information technology, facilities management, outsourcing, e-commerce services and internet related services.

15. DIRECTORS’ STATEMENT

After taking into consideration the advice of the Principal Adviser, the Independent Adviser, the legal counsel as well as the valuation analysis of PEB by Goldman Sachs and all other relevant aspects of the Proposals, the Board, save for the Interested Directors, is of the opinion that the Proposals are in the best interest of the Company and the non-interested shareholders of PEB.

16. AUDIT COMMITTEE’S STATEMENT

The Audit Committee of PEB, after taking into consideration the advice of the Principal Adviser, the Independent Adviser, the legal counsel as well as the valuation analysis of PEB by Goldman Sachs and all other relevant aspects of the Proposals, is of the view that:-

(a) the Proposals are fair, reasonable and on normal commercial terms;

(b) the Proposals are in the best interest of PEB; and

17. ADVISERS

RHB Investment Bank has been appointed as the Principal Adviser to the Company for the Proposals.

In view of the interests of the Interested Parties as disclosed in Section 13 above and in compliance with Paragraph 10.08 of the Listing Requirements and the Malaysian Code on Take- Overs and Mergers, 1998, AmInvestment Bank has been appointed to act as the Independent Adviser to advise the non-interested directors and non-interested shareholders of the Company in relation to the Proposals.

In addition, Zul Rafique & Partners has been appointed as the legal counsel in relation to the Proposals and Goldman Sachs has been engaged to perform a valuation analysis of PEB for the non-interested directors.

18. ESTIMATED TIMEFRAME FOR COMPLETION

Barring any unforeseen circumstances and subject to all the requisite approvals being obtained, the Proposals are expected to be completed by the third (3 rd ) quarter of 2011.

19. CIRCULAR TO SHAREHOLDERS

A circular to shareholders relating to the Proposals will be circulated to shareholders of the Company in due course.

20. DOCUMENT AVAILABLE FOR INSPECTION

The letter by Goldman Sachs as to the valuation analysis of PEB dated 9 November 2010 will be made available for inspection at the registered office of PEB at Menara Korporat, Persada PLUS, Persimpangan Bertingkat Subang, KM15, Lebuhraya Baru Lembah Klang, 47301 Petaling Jaya, Selangor Darul Ehsan from Monday to Friday between 9.00 a.m. to 5.00 p.m. (except public holidays) for a period of one (1) month from the date of this Announcement.

Goldman Sachs’ advisory services, its valuation analysis of PEB and the opinion rendered in the letter by Goldman Sachs are provided solely for the information and assistance of the non- interested directors in connection with their consideration of the Proposed Disposal and such valuation analysis of PEB and the opinion rendered in the letter by Goldman Sachs do not constitute a recommendation as to how any holder of PEB Shares should vote with respect to such Proposed Disposal, other transactions contemplated by the Offer Letter or any other matter. Goldman Sachs’ advisory services, its valuation analysis of PEB and the opinion rendered in the letter by Goldman Sachs are not rendered to or for the benefit of, and shall not confer rights or remedies upon, any person other than the non-interested directors.

This Announcement is dated 9 November 2010.