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 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 ”):- 3 (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