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 areCIRCULAR 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. IfotherIMMEDIATE 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. Bursacompletenessother 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 completenesspart 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 partProposedBursa of Malaysiathe 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 Proposeditcompleteness 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 itBerhadpart 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) CONVERTIBLEPROPOSED 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