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99 APPENDIX VIII FURTHER INFORMATION 1. DIRECTORS RESPONSIBILITY STATEMENT Our Board has seen and approved the contents of this Circular and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement in this Circular misleading. 2. CONSENTS AND CONFLICTS OF INTERESTS 2.1 Consents HLIB has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name and all references thereon in the form and context in which they appear. Messrs Crowe Horwath, being the reporting accountants for the Proposals, has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name, letter and all references thereon in the form and context in which they appear. Mercury Securities, being the Independent Adviser for the Proposed Acquisition of PKC has given and has not subsequently withdrawn its written consent to the inclusion of its name, letter and all references thereto in the form and context in which they appear in this Circular. UHY, being the Valuer for the Proposed Acquisition of ISE has given and has not subsequently withdrawn its written consent to the inclusion of its name, letter and all references thereto in the form and context in which they appear in this Circular. 2.2 Declarations of conflict of interests HLIB confirms that there is no situation of conflict of interest or potential conflict of interest in its capacity as the Principal Adviser to PGB for the Proposals. Messrs Crowe Horwath confirms that there is no situation of conflict of interest or potential conflict of interest in its capacity as the Reporting Accountants for the Proposals. Mercury Securities confirms that there is no situation of conflict of interest or potential conflict of interest in its capacity as the Independent Adviser to the non-interested shareholders in respect of the Proposed Acquisition of PKC. UHY hereby confirms that there is no situation of conflict of interest or potential conflict of interest in its capacity as the Valuer for the Proposed Acquisition of ISE. 3. MATERIAL COMMITMENTS AND CONTINGENT LIABILITIES 3.1 Material commitments Save as disclosed below, as at the LPD, our Board is not aware of any other material commitments incurred or known to be incurred by our Group:- RM 000 Approved and contracted for: Purchase of equipment 900 Total

100 APPENDIX VIII FURTHER INFORMATION (Cont d) 3.2 Contingent liabilities Save as disclosed below, as at the LPD, our Board is not aware of any contingent liabilities which, upon being enforceable, may have a material adverse effect on the financial position of our Group:- RM 000 Corporate guarantee given to a licensed bank for credit facilities granted to 32,700 subsidiary: Corporate guarantees given to licensed bank for credit facilities granted to an 2,115 associate Corporate guarantee given to third parties (1) 1,878 Bank guarantees issued to third parties (2) 765 Total 37,458 Notes:- (1) Corporate guarantee given to suppliers of Pasukhas Sdn Bhd ( PSB ), a wholly-owned subsidiary of PGB for purchase of goods and performance guarantee of the subsidy. (2) Performance bond and tender deposits issued by PSB. 4. MATERIAL CONTRACTS Save as disclosed below, our Group has not entered into any material contracts (not being contracts entered into in the ordinary course of business) within the past 2 years immediately preceding the LPD:- (i) (ii) (iii) (iv) (v) ISE SSA dated 2 August 2016 entered into between Maser and PESB where Maser is selling and PESB is purchasing 4,000,000 ordinary shares of ISE for a purchase consideration of RM1.0 million; ISE DA dated 2 August 2016 entered into between Maser, PESB and ISE where pursuant to ISE SSA dated 2 August 2016, the parties entered into the ISE DA in which PESB shall settle debt owed by ISE; International Agent Agreement dated 26 April 2016 entered into between TBEA Hengyang Transformer Co., Ltd ( TBEA ) and Pasukhas Products Sdn Bhd ( Pasukhas Products ) where TBEA appoints Pasukhas Products as its exclusive agent within the territory of Malaysia, Singapore, Brunei and Thailand to promote TBEA s products (transformers) and services; Cooperation Agreement dated 26 September 2015 entered into between The Consortium of Mac Feam Sdn Bhd ( Mac Feam ) and PGB and Sinopec Tenth Construction Co. Ltd ( Sinopec ) where the parties are desirous to cooperate with each other for the bidding and execution and execution for Construction and Commissioning (CC) of Steel Structure, Piping, Mechanical Equipment erection, Electrical & Instrumentation, Insulation & Painting Works for Utilities Interconnecting and Offsite Facilities (UIO) of Rapid Project; Exclusive agreement dated 8 January 2015 entered into between SEPCOIII Electric Power Construction Corporation ( SEPCOIII ) and PSB where both SEPCOIII and PSB establish a framework of collaboration and cooperation to jointly pursuing the Cluster 1 of MAJU Holding Mini Hydro Project, to be located on Gerik, Perak, in which PSB will be responsible for the civil work in respect of the project; 200

101 APPENDIX VIII FURTHER INFORMATION (Cont d) (vi) (vii) (viii) (ix) Tenancy agreement dated 1 November 2014 entered into between Essential Value Sdn Bhd ( EVSB ) and Emerald Capital (Ipoh) Sdn Bhd for the renting of a parcel of completed commercial retail lot distinguished as Parcel No.: Station 63 measuring in area of approximately 10,467 square feet with an Accessory Parcel measuring in area of approximately 482 square feet within Storey 1 and comprised within the development known as Festival Walk, Perak Tourism Hub, Ipoh, Perak, Malaysia on part of the land held under H.S.(D) , PT , Mukim Hulu Kinta, Daerah Kinta, Negeri Perak; Tenancy Agreement dated 1 November 2014 entered into between EVSB and Emerald Capital (Ipoh) Sdn Bhd for the renting of a parcel of completed commercial retail lot distinguished as Parcel No.: Station 63A measuring in area of approximately 11,529 square feet with an Accessory Parcel measuring in area of approximately 90 square feet in area within Storey 2 and comprised within the development known as Festival Walk, Perak Tourism Hub, Ipoh, Perak, Malaysia on part of the land held under H.S.(D) , PT , Mukim Hulu Kinta, Daerah Kinta, Negeri Perak; Pasukhas Products Sdn Bhd has issued purchase order amounting to RM900, dated 13 October 2016 to AMADA (Malaysia) Sdn Bhd for the purchase of AMADA Single AC Servo Drive Turret Punch Press, AMADA Genuine NCT Toolings and AMADA AP100 CAD/CAM Software for the purpose of manufacturing switchboard. PESB, Maser and ISE had entered into the Supplemental ISE DA dated 10 November 2016 to vary and supplement the terms and conditions of ISE DA; and (x) PESB and Maser had entered into the Supplemental ISE SSA dated 10 November 2016 to vary and supplemental the terms and conditions of ISE SSA. 5. MATERIAL LITIGATION, CLAIMS AND ARBITRATION Save as disclosed below, as at the LPD, our Group is not engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, and our Board is not aware of any proceedings pending or threatened against our Group or of any facts likely to give to any proceeding which may materially and adversely affect the business and financial position of our Group:- (i) Kuala Lumpur Magistrate Court Suit No.: WA-A72NCC /2016 On 27 July 2016, Buildco-Cimaco Concrete Sdn Bhd (plaintiff) filed a Writ and Statement of Claim against PSB and PGB (defendants) for the principal sum of RM62, with interest of RM7, as at 15 May The defendants have filed and served the Defence and Counterclaim against the plaintiff for, inter alia, special damages amounting to RM4,518, on 5 September At the same time, the defendants have received the plaintiff s summary judgment application. The matter is fixed for further case management on 9 September During the case management on 9 September 2016, the Court directed as follows:- (a) Summary Judgment Application (1) Defendants to file their Affidavit in Reply by 21 September 2016; and (2) Plaintiff to file the Affidavit in Reply by 5 October 2016; (b) Main Suit (1) Plaintiff to file Reply and Defence to Counterclaim by 21 September Since the counterclaim filed by the Defendants exceeds the monetary limit of the Magistrates Court s jurisdiction, the Defendants have filed an Originating Summons to transfer the matter to the High Court ( Originating Summons ). The Court has on 20 October 2016 granted order in terms of the Originating Summons to transfer the matter to the High Court. 201

102 APPENDIX VIII FURTHER INFORMATION (Cont d) Thereafter, neither the Magistrate Court nor the High Court has fixed any further dates for this matter. The directors of PGB, after consultation with PGB s solicitors, are unable to form an opinion on the probable outcome of the case and to ascertain the extent of the liability at that point in time due to uncertainty of the matter. (ii) Kuala Lumpur High Court Suit No. WA-22NCVC On 20 April 2016, PSB (plaintiff) filed a Writ and Statement of Claim against Shimizu Corporation, Nishimatsu Construction Co. Ltd, UEM Builders Berhad and IJM Construction Sdn Bhd (defendants) for the following reliefs:- (a) Special damages of RM4,693, as acquisition costs; (b) As an alternative to paragraph (a), special damages of RM4,758, as replacement costs; (c) Loss of profit to be assessed; (d) General damages; (e) Interest; and (f) Cost on a full indemnity basis; The matter is fixed for case management on 15 November 2016 and trial on 27 to 31 March However, the directors of PGB, after consultation with PGB s solicitors, are unable to provide opinion on the financial outcome of the matter at the moment. The plaintiff will further inform on any material development on this matter. (iii) An Adjudication Matter Between Pasukhas Sdn Bhd and Townscapes Builder Sdn Bhd Pursuant to Notice of Adjudication dated 28 September 2016 Pasukhas Sdn Bhd ( Claimant ) had on 28 September 2016 served a Notice of Adjudication to its sub-contractor, Townscapes Builder Sdn Bhd ( Respondent ) for a construction contract claim under the Construction Industry Payment and Adjudication Act The Claimant is claiming against the Respondent for payment on behalf and liquidated damages for the sum of RM6,059, and the Respondent is counterclaiming for payment under progress claim for the sum of RM3,294, The matter is pending the appointment of an adjudicator. The solicitors of the Claimant is of the view that it is too early to express opinion as to the probable financial outcome as the adjudication claim and response together with supporting documents have yet to be filed. 202

103 APPENDIX VIII FURTHER INFORMATION (Cont d) 6. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at our Registered Office of our Company at 10 th Floor, Menara Hap Seng, No. 1 & 3 Jalan P.Ramlee, Kuala Lumpur during normal office hours (except for public holidays) from the date of this Circular up to and including the date of our EGM:- (i) (ii) (iii) (iv) Memorandum and Articles of Association of PGB, PKC and ISE; the audited consolidated financial statements of PGB and the audited financial statements of PKC and ISE for the past 2 FYE 31 December 2014 and 31 December 2015 and the unaudited financial statements for the 6-month financial period ended 30 June 2016; the SSAs, ISE DA, Supplemental ISE SSA and Supplemental ISE DA; the accountants report on PKC as set out in Appendix IV of this Circular; (v) the pro forma consolidated statement of financial position of the PGB Group as at 31 December 2015 together with the reporting accountants letter thereon; (vi) (vii) undertaking letters as referred to in Section of this Circular; the valuation letter by UHY in respect of the Proposed Acquisition of ISE as set out in Appendix VI of this Circular; (viii) the letters of consent referred to in Section 2 above; (ix) (x) (xi) the Directors Report of PKC as referred to in Appendix VII of this Circular; the cause papers in respect of the material litigation of PKC and PGB Group as referred to in Section 8 of Appendix I and Section 5 of Appendix VIII of this Circular; and the material contracts of PGB Group as referred to in Section 4 of Appendix VIII of this Circular. 203

104 PASUKHAS GROUP BERHAD (Company No A) (Incorporated in Malaysia under the Companies Act, 1965) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting of Pasukhas Group Berhad ( PGB or Company ) will be held at Wisma Modal Khas, Lot 5815-A, Jalan Mawar, Taman Bukit Serdang, Seksyen 9, Seri Kembangan, Selangor Darul Ehsan, Malaysia on Thursday, 8 December 2016 at a.m., or any adjournment thereof, for the purpose of considering and, if thought fit, passing the following resolutions set out below: ORDINARY RESOLUTION 1 PROPOSED ACQUISITION OF 70% EQUITY INTEREST IN PASUKAN KHAS CONSTRUCTION SDN BHD ( PKC ), COMPRISING 700,000 ORDINARY SHARES OF RM1.00 EACH IN PKC FOR A PURCHASE CONSIDERATION OF APPROXIMATELY RM17.2 MILLION ( PROPOSED ACQUISITION OF PKC ) THAT, subject to passing of Special Resolution 1 and Special Resolution 2 approval be and is hereby given for the Company to acquire 70% equity interest in PKC from Dato Sri Teng Ah Kiong ( DSTAK ), Wee Hiang Chyn and Ong Mei Lee (collectively referred as the PKC Vendors ) for a purchase consideration of approximately RM17.2 million ( PKC Purchase Consideration ) to be settled via cash consideration of RM7,873,824 and the issuance of 45,610,566 new ordinary shares of RM0.10 each in PGB ( PGB Shares ) at an issue price of RM0.205 per PGB Share ( Consideration Shares ) subject to the terms and conditions set out in the conditional share sale agreement entered into between the Company and the PKC Vendors dated 2 August 2016; THAT approval be and is hereby given to the Company for the issuance of the Consideration Shares, and that all the new PGB Shares to be issued pursuant thereto shall, upon allotment and issue, rank pari passu in all respects with the existing PGB Shares, save and except that they shall not be entitled to any dividends, rights, allotments and/or any other distributions that may be declared, made or paid by the Company, the entitlement date of which precedes the date of allotment and issue of the Consideration Shares; AND THAT the Board of Directors of the Company ( Board ) be and are hereby authorised to sign, execute and deliver on behalf of the Company all necessary documents and do all acts and things as may be required for or in connection with and to give full effect to and complete the Proposed Acquisition of PKC, with full power and discretion to assent to or make any modifications, variations and/or amendments in any manner as may be imposed, required or permitted by the relevant authorities or deemed necessary by the Board, and to take all steps and actions as it may deem necessary or expedient in the best interests of the Company to finalise, implement and give full effect to the Proposed Acquisition of PKC.

105 ORDINARY RESOLUTION 2 PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN I.S. ENERGY SDN BHD ( ISE ), COMPRISING 4,000,000 ORDINARY SHARES OF RM1.00 EACH IN ISE AND THE INTER-COMPANY ADVANCES OWED BY ISE TO MASER (M) SDN BHD ( MASER ) FOR A TOTAL PURCHASE CONSIDERATION OF APPROXIMATELY RM14.3 MILLION ( PROPOSED ACQUISITION OF ISE ) THAT, subject to passing of Ordinary Resolution 3 and approval be and is hereby given for the Pasukhas Energy Sdn Bhd (formerly known as Bidara Majujaya Sdn Bhd) ( PESB ), a wholly owned subsidiary of the Company to acquire 100% equity interest in ISE from Maser (M) Sdn Bhd for a purchase price of RM1.0 million subject to the terms and conditions set out in the conditional share sale agreement entered into between PESB and Maser dated 2 August 2016 as well as for the settlement of inter-company advances owed by ISE to Maser for a sum of RM13.3 million, subject to adjustment as provided under the debt settlement agreement entered into among PESB, ISE and Maser dated 2 August 2016 ( Proposed Acquisition of ISE ). The total purchase consideration for the Proposed Acquisition of ISE is RM14.3 million ( ISE Purchase Consideration ); AND THAT the Board be and are hereby authorised to sign, execute and deliver on behalf of the Company all necessary documents and do all acts and things as may be required for or in connection with and to give full effect to and complete the Proposed Acquisition of ISE, with full power and discretion to assent to or make any modifications, variations and/or amendments in any manner as may be imposed, required or permitted by the relevant authorities or deemed necessary by the Board, and to take all steps and actions as it may deem necessary or expedient in the best interests of the Company to finalise, implement and give full effect to the Proposed Acquisition of ISE. ORDINARY RESOLUTION 3 PROPOSED DIVERSIFICATION OF THE EXISTING CORE BUSINESSES OF THE COMPANY, ITS SUBSIDIARIES AND ASSOCIATED COMPANY ( GROUP ) TO INCLUDE ENERGY UTILITIES SERVICES AND POWER GENERATION BUSINESS ( PROPOSED DIVERSIFICATION ) THAT, subject always to the Companies Act 1965, the provisions of the Memorandum and Articles of Association of the Company, the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ) and the approvals of all the relevant governmental and/or regulatory authorities, approval be and is hereby given to the Company to diversify the business of the Group to include energy utilities services and power generation business; AND THAT the Board be and are hereby empowered and authorised to do all acts, deeds and things and to execute, sign, deliver and cause to be delivered on behalf of the Company all such documents and/or agreements (including, without limitation, the affixing of the Company s common seal, where necessary) as the Board may consider necessary to give effect to and complete the Proposed Diversification and with full power to assent to any conditions, modifications, variations and/or amendments in any manner as may be required by the relevant authorities or as the Board may deem necessary or expedient in the interest of the Company and to take such steps as they may deem necessary or expedient in order to implement, finalise and give full effect to the Proposed Diversification. ORDINARY RESOLUTION 4 PROPOSED PRIVATE PLACEMENT OF UP TO 37,011,157 NEW ORDINARY SHARES OF RM0.10 EACH IN PGB ( PGB SHARES ) ( PLACEMENT SHARES ), REPRESENTING 10% OF THE ISSUED AND PAID UP SHARE CAPITAL OF PGB ( PROPOSED PRIVATE PLACEMENT ) THAT, subject to the passing of Special Resolution 1 and Special Resolution 2, together with the approval-in-principle being obtained from Bursa Securities for the listing of and quotation for the Placement Shares to be issued hereunder being obtained, the Board be and are hereby authorised to allot up to 37,011,157 Placement Shares; THAT the Placement Shares will not be priced at more than 10% discount to the 5-day volume weighted average market price ( VWAMP ) of PGB Shares immediately before the fixing date. In any event, the Placement Shares will not be priced lower than RM0.10, being the par value of the PGB Shares;

106 THAT such Placement Shares shall, on allotment and issue, rank pari passu in all respects with the then existing issued and fully paid-up ordinary shares of RM0.10 each, save and except that they shall not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid by the Company, the entitlement date of which precedes the date of allotment and issue of the Placement Shares; THAT the utilisation of the proceeds to be derived from the Proposed Private Placement as set out in Section 4 of the Company s circular to shareholders dated 16 November 2016 ( Circular ) be and is hereby approved; AND THAT the Board be and is hereby authorised to give effect to the Proposed Private Placement with full power to assent to any modification and/or amendment as may be required by the relevant authorities and to take all steps as they may consider necessary in order to implement, finalise and give full effect to the Proposed Private Placement. ORDINARY RESOLUTION 5 PROPOSED RIGHTS ISSUE OF UP TO 407,122,722 NEW ORDINARY SHARES OF RM0.10 EACH IN THE COMPANY ( SHARE(S) ) ( RIGHTS SHARE(S) ) ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY ONE (1) EXISTING SHARE HELD ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER ( PROPOSED RIGHTS ISSUE ) THAT, subject to Ordinary Resolution 1, Ordinary Resolution 2, Special Resolution 1, Special Resolution 2, and the approvals of all relevant authorities for the listing of and quotation for the Rights Shares to be issued pursuant to the Proposed Rights Issue on the ACE Market of Bursa Securities being obtained, the Board be and is hereby authorised to provisionally issue and allot by way of a renounceable rights issue of up to 407,122,722 Rights Shares on the basis of one (1) Rights Share for every one (1) existing Share held by the shareholders of the Company whose names appear on the Record of Depositors of the Company at a later date to be determined by the Board; THAT the issue price of the Rights Shares will be determined by the Board and announced closer to the implementation of the Proposed Rights issue after taking into consideration, amongst others, the followings:- (i) (ii) the then prevailing market conditions; and the theoretical ex-rights price ( TERP ), calculated based on the 5-day VWAMP of PGB Shares up to and including the last market day immediately preceding the price-fixing date for the Proposed Rights Issue. The actual issue price of the Rights Shares shall be fixed at a discount of up to 30% to the TERP, calculated based on the 5-day VWAMP of PGB Shares up to and including the last market day immediately preceding the price-fixing date for the Proposed Rights Issue. In any event, the issue price of the Rights Shares will not be lower than RM0.10 which is the par value of PGB Shares. THAT any Rights Shares which are not validly taken up shall be available for excess application in such manner as the Board shall determine in a fair and equitable manner; THAT the Board be and is hereby authorised to utilise the proceeds to be derived from the Proposed Rights Issue as set out in Section 4 of Part A of the Circular and the Board be authorised to revise the utilisation of proceeds from the Proposed Rights Issue in the manner is deemed fit and in the best interest of the Company; THAT the Rights Shares shall upon allotment and issue, rank pari passu in all respects with the existing Shares, save and except that the Rights Shares shall not be entitled to any dividends, rights, allotments and/or other distributions, that may be declared, made or paid by the Company, the entitlement date of which precedes the date of allotment and issue of the Rights Shares; THAT the Board be and is hereby authorised to take all such necessary steps to give effect to the Proposed Rights Issue with full powers to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted by any relevant authorities or deemed necessary by the Board, and to take all steps to do all such acts and matters as they may consider necessary or expedient to implement, finalise and give full effect to the Proposed Rights Issue;

107 AND THAT no offer documents pertaining to the Proposed Rights Issue shall be issued or sent to the shareholders of the Company having registered addresses outside Malaysia or who have not provided an address in Malaysia at which such documents may be delivered to prior to the entitlement date of the Proposed Rights Issue. SPECIAL RESOLUTION 1 PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL FROM RM50,000,000 COMPRISING 500,000,000 ORDINARY SHARES OF RM0.10 EACH IN PGB ( PGB SHARES ) TO RM100,000,000 COMPRISING 1,000,000,000 PGB SHARES THAT, subject to the passing of Special Resolution 2, the authorised share capital of PGB be increased from RM50,000,000 divided into 500,000,000 ordinary shares of RM0.10 each in PGB to RM100,000,000 divided into 1,000,000,000 ordinary shares of RM0.10 each in PGB ( Proposed Increase in Authorised Share Capital ); AND THAT the Board be and is hereby authorised to take all such necessary steps to give effect to the Proposed Increase in Authorised Share Capital with full powers to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted by any relevant authorities or deemed necessary by the Board, and to take all steps to do all such acts and matters as they may consider necessary or expedient to implement, finalise and give full effect to the Proposed Increase in Authorised Share Capital. SPECIAL RESOLUTION 2 PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF PGB ( PROPOSED AMENDMENTS ) THAT, subject to the passing of Special Resolution 1, the Memorandum and Articles of Association of the Company shall be amended as follows: Existing Clause 6 of the Memorandum of Association The capital of the Company is RM50,000, Malaysian Currency divided into 500,000,000 shares of RM0.10 each. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise. Proposed Amendments Clause 6 of the Memorandum of Association The capital of the Company is RM100,000, Malaysian Currency divided into 1,000,000,000 shares of RM0.10 each. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise. AND THAT the Board be and is hereby authorised to take all such necessary steps to give effect to the Proposed Amendments with full powers to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted by any relevant authorities or deemed necessary by the Board, and to take all steps to do all such acts and matters as they may consider necessary or expedient to implement, finalise and give full effect to the Proposed Amendments. BY ORDER OF THE BOARD LIM LEE KUAN (MAICSA ) ANNA LEE AI LENG (LS ) Company Secretaries Selangor Darul Ehsan 16 November 2016

108 Notes:- 1. Depositors whose names appear in the Record of Depositors as at 1 December 2016 shall be regarded as members of the Company entitled to attend, speak and vote at the Extraordinary General Meeting. 2. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote at the EGM in his stead. A proxy may but need not be a member of the Company. A member may appoint any person to be his proxy without limitation. If the Proxy is not a member, he needs not be an advocate, an approved company auditor or a person approved by the Registrar of Companies. 3. A member shall be entitled to appoint more than one proxy (subject always to a maximum of two (2) proxies at each meeting) to attend and vote at the same meeting. Where a member appoints two (2) proxies, the appointment shall be invalid unless the member specifies the proportions of his shareholdings to be represented by each proxy. 4. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said securities account. 5. If no name is inserted in the space provided for the name of your proxy, the Chairman of the meeting will act as your proxy. 6. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 10 th Floor, Menara Hap Seng, No. 1 & 3 Jalan P. Ramlee, Kuala Lumpur not less than forty-eight hours before the time for holding the meeting or any adjournment thereof. 7. If the appointer is a corporation, the instrument appointing a proxy must be executed under its Common Seal or under the hand of its attorney.

of shares held CDS Account No. - - I/We..... Tel:.

.. (Full address) being a member/members of Pasukhas Group Berhad, hereby appoint:-

of Shares % Address *and/or of Shares % Address or failing him, the Chairman of

Extraordinary General Meeting of the Company to be held at Wisma Modal Khas,, Lot

or any adjournment thereof, and to vote as indicated below:- ORDINARY RESOLUTIONS

109 PASUKHAS GROUP BERHAD (Company No A) (Incorporated in Malaysia under the Companies Act, 1965) FORM OF PROXY No. of shares held CDS Account No. - - I/We..... Tel:... (Full name in block, NRIC/Passport No./Company No.) of... (Full address) being a member/members of Pasukhas Group Berhad, hereby appoint:- Full Name (in Block) NRIC / Passport No. Proportion of Shareholdings No. of Shares % Address *and/or Full Name (in Block) NRIC / Passport No. Proportion of Shareholdings No. of Shares % Address or failing him, the Chairman of the Meeting as *my/our proxy to attend and vote for *me/us on *my/our behalf at the Extraordinary General Meeting of the Company to be held at Wisma Modal Khas,, Lot 5815-A, Jalan Mawar, Taman Bukit Serdang, Seksyen 9, Seri Kembangan, Selangor Darul Ehsan, Malaysia on 8 December 2016 at a.m. or any adjournment thereof, and to vote as indicated below:- ORDINARY RESOLUTIONS FOR AGAINST ORDINARY RESOLUTION 1 ORDINARY RESOLUTION 2 ORDINARY RESOLUTION 3 ORDINARY RESOLUTION 4 ORDINARY RESOLUTION 5 PROPOSED ACQUISITION OF PKC PROPOSED ACQUISITION OF ISE PROPOSED DIVERSIFICATION PROPOSED PRIVATE PLACEMENT PROPOSED RIGHTS ISSUE

110 SPECIAL RESOLUTIONS FOR AGAINST SPECIAL RESOLUTION 1 SPECIAL RESOLUTION 2 PROPOSED INCREASED IN AUTHORISED SHARE CAPITAL PROPOSED AMENDMENTS (Please indicate with an X in the space provided to show how you wish your vote to be cast. If no specific direction as to voting is given, the proxy will vote or abstain at his/her discretion. Signed this day of, 2016 Signature/Common Seal of Shareholder(s) * Delete whichever is not applicable Notes:- 1. Depositors whose names appear in the Record of Depositors as at 1 December 2016 shall be regarded as members of the Company entitled to attend, speak and vote at the Extraordinary General Meeting. 2. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote at the EGM in his stead. A proxy may but need not be a member of the Company. A member may appoint any person to be his proxy without limitation. If the Proxy is not a member, he needs not be an advocate, an approved company auditor or a person approved by the Registrar of Companies. 3. A member shall be entitled to appoint more than one proxy (subject always to a maximum of two (2) proxies at each meeting) to attend and vote at the same meeting. Where a member appoints two (2) proxies, the appointment shall be invalid unless the member specifies the proportions of his shareholdings to be represented by each proxy. 4. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said securities account. 5. If no name is inserted in the space provided for the name of your proxy, the Chairman of the meeting will act as your proxy. 6. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 10 th Floor, Menara Hap Seng, No. 1 & 3 Jalan P. Ramlee, Kuala Lumpur not less than forty-eight hours before the time for holding the meeting or any adjournment thereof. 7. If the appointer is a corporation, the instrument appointing a proxy must be executed under its Common Seal or under the hand of its attorney.

111 Fold this flap for sealing Then fold here AFFIX STAMP THE COMPANY SECRETARIES PASUKHAS GROUP BERHAD ( A) 10 TH FLOOR, MENARA HAP SENG NO. 1 & 3, JALAN P. RAMLEE KUALA LUMPUR 1 st fold here

2A. To reappoint the following directors who are above the 70 years of age and have offered themselves for re-election:- Note 2A

2A. To reappoint the following directors who are above the 70 years of age and have offered themselves for re-election:- Note 2A Incorporated in Malaysia AMENDMENT TO THE NOTICE OF 10 TH ANNUAL GENERAL MEETING AND PROXY FORM Dear shareholders of Hap Seng Plantations Holdings Berhad, Reference is made to the notice of 10 th Annual