THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

THIS CIRCULAR
THIS
THIS CIRCULAR IS
CIRCULAR IS IMPORTANT
IS IMPORTANT AND
IMPORTANT AND REQUIRES
AND REQUIRES YOUR
REQUIRES YOUR IMMEDIATE
YOUR IMMEDIATE ATTENTION.
IMMEDIATE ATTENTION.
ATTENTION.
If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor,
IfIf
If you
you are
accountant
you are in
are in any
inor
any
any doubt
other
doubt
doubt as
as to
as to the
professional
to the course
advisers
the course
course of action to
ofimmediately.
of action
action to be
to be taken,
be taken,
taken, youyou should
you should consult
should consult your
consult your stockbroker,
your stockbroker, bank
stockbroker, bank manager,
bank manager, solicitor,
manager, solicitor,
solicitor,
accountant or
accountant
accountant or other
or other professional
other professional advisers
professional advisers immediately.
advisers immediately.
immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its
Bursa
accuracy
Bursa Malaysia
Bursa Malaysia
Malaysia Securities
or completeness
Securities Berhad
Securities Berhad
Berhad takes
and expressly
takes no
takes no
no responsibility
disclaims
responsibility
responsibility for
any liability
for the
for the contents
thewhatsoever
contents of
contents of this
offor any
this
this Circular,
Circular,
Circular, makes
loss howsoever
makes no representation
noarising
makes no from the as
representation
representation as to
reliance
as to its
to its
its
accuracy
upon the or
accuracy
accuracy or completeness
whole
or completeness
completeness and
or any partand
of the
and expressly disclaims
contentsdisclaims
expressly
expressly any liability
of this Circular.
disclaims any
any liability whatsoever
liability whatsoever for
whatsoever for any
for any loss
any loss howsoever
loss howsoever arising
howsoever arising from
arising from the
from the reliance
the reliance
reliance
upon the
upon
upon the whole
the whole or
whole or any
or any part
any part of
part of the
of the contents
the contents of
contents of this
of this Circular.
this Circular.
Circular.

PMB TECHNOLOGY BERHAD

PMB TECHNOLOGY
PMB TECHNOLOGY BERHAD
BERHAD
(Company No. 584257-X)
(Company
(Company
(Company No.in
(Incorporated
No.
No. 584257-X)
Malaysia)
584257-X)
584257-X)
(Incorporated in
(Incorporated
(Incorporated in Malaysia)
in Malaysia)
Malaysia)

CIRCULAR TO SHAREHOLDERS
CIRCULAR
CIRCULAR TO TO SHAREHOLDERS
SHAREHOLDERS
IN RELATION TO
IN
IN RELATION
RELATION TO TO
(I) PROPOSED SHARE SPLIT INVOLVING THE SUBDIVISION OF EVERY ONE (1) EXISTING
(I)
(I) PROPOSED
PROPOSED
ORDINARY SHARE
SHARE SPLIT
SPLIT
IN PMB INVOLVING
INVOLVING
TECHNOLOGY THE
THE SUBDIVISION
SUBDIVISION OF
BERHAD (“PMBT”OF EVERY
EVERY ONE
ONE“COMPANY”)
OR THE (1)
(1) EXISTING
EXISTING
ORDINARY
ORDINARY
INTO TWO (2) SHARE
SHARE IN PMB
IN
ORDINARY PMBSHARES
TECHNOLOGY
TECHNOLOGY
IN PMBT BERHAD
BERHAD (“PMBT”
(“PMBT”
(“SUBDIVIDED OR THE
OR THE “COMPANY”)
SHARES”) “COMPANY”)
(“PROPOSED
INTO TWO
INTO
SHARE TWO (2) ORDINARY
(2)
SPLIT”);ORDINARY SHARES
SHARES IN IN PMBT
PMBT (“SUBDIVIDED
(“SUBDIVIDED SHARES”)
SHARES”) (“PROPOSED
(“PROPOSED
SHARE SPLIT”);
SHARE SPLIT”);
(II) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 160,000,000 5-YEAR 3.00%
(II)
(II) PROPOSED
PROPOSED
IRREDEEMABLE RENOUNCEABLE
RENOUNCEABLE
CONVERTIBLE RIGHTS
RIGHTS ISSUE
UNSECUREDISSUE OF OF UP
LOANUPSTOCKS
TO
TO 160,000,000
160,000,000 5-YEAR
5-YEAR
(“ICULS”) 3.00%
TOGETHER3.00%
IRREDEEMABLE
IRREDEEMABLE CONVERTIBLE
CONVERTIBLE UNSECURED
UNSECURED LOAN
LOAN STOCKS
STOCKS
WITH UP TO 80,000,000 FREE DETACHABLE WARRANTS (“WARRANTS”) TO RAISE (“ICULS”)
(“ICULS”) TOGETHER
TOGETHER
WITH
WITH
GROSS UP
UP TO
TO 80,000,000
80,000,000
PROCEEDS FREE
FREE DETACHABLE
DETACHABLE
OF APPROXIMATELY RM200WARRANTS
WARRANTS (“WARRANTS”)
(“WARRANTS”)
MILLION (“PROPOSED RIGHTSTO
TO RAISE
RAISE
ISSUE
GROSS
GROSS PROCEEDS
OF ICULSPROCEEDS OF
OFAPPROXIMATELY
APPROXIMATELY
WITH WARRANTS”); AND RM200
RM200MILLION
MILLION(“PROPOSED
(“PROPOSEDRIGHTS
RIGHTSISSUEISSUE
OF ICULS
OF ICULS WITH
WITH WARRANTS”);
WARRANTS”); AND AND
(III) PROPOSED DIVERSIFICATION OF THE PRINCIPAL ACTIVITIES OF THE COMPANY AND
(III)
(III) PROPOSED
PROPOSED
ITS DIVERSIFICATION
DIVERSIFICATION
SUBSIDIARIES (“PMBTOFOF THE
THE PRINCIPAL
GROUP”PRINCIPAL ACTIVITIES
OR ACTIVITIES
THE “GROUP”) OF THE
OF THE COMPANY
COMPANY
TO INCLUDE AND
AND
ITS
ITS SUBSIDIARIES
SUBSIDIARIES
MANUFACTURING (“PMBT
(“PMBT GROUP”
OF METALLIC GROUP” OR THE “GROUP”)
OR THE DIVERSIFICATION”)
SILICON (“PROPOSED TO
“GROUP”) TO INCLUDE INCLUDE
MANUFACTURING
MANUFACTURING OF OF METALLIC
METALLIC SILICON
SILICON (“PROPOSED
(“PROPOSED DIVERSIFICATION”)
DIVERSIFICATION”)
AND
AND
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE OF
NOTICE OF EXTRAORDINARY
EXTRAORDINARY GENERAL GENERAL MEETING
MEETING
Principal Adviser
Principal
Principal Adviser
Adviser

AmInvestment Bank Berhad

AmInvestment
(Company No.
AmInvestment
AmInvestment Bank
Bank
Bank Berhad
23742-V)
Berhad
Berhad
(Company
(A Participating Organisation
(Company
(Company No. 23742-V)
of No. 23742-V)
Bursa
No. Malaysia Securities Berhad)
23742-V)
(A Participating
(A
(A Participating Organisation
Participating Organisation of
Organisation of Bursa
of Bursa Malaysia
Bursa Malaysia Securities
Malaysia Securities Berhad)
Securities Berhad)
Berhad)
The Notice of the Extraordinary General Meeting (“EGM”) of the Company to be held at Room Tunku Abdul Rahman, The
The
Royal
The Notice
The Notice
Notice of
of the
Commonwealth
of the Extraordinary
Society of
the Extraordinary
Extraordinary General
General
General Meeting
Malaysia,
Meeting
Meeting (“EGM”)
No. (“EGM”)
4,
(“EGM”) of
Jalan of
Birah,
of thethe Company
Damansara
the Company
Company to
to be
to be held
Heights,
be held at Room
at50490
held at Tunku
RoomKuala
Room Abdul
TunkuLumpur,
Tunku Abdul Rahman,
MalaysiaThe
Abdul Rahman,
Rahman, The
on
The
Royal
Tuesday,
Royal Commonwealth
17 April 2018Society
Royal Commonwealth
Commonwealth Society
Society of
at 10.30
of Malaysia,
a.m. or atNo.
of Malaysia,
Malaysia, No.
No. 4,
any4,
4, Jalan
adjournment
Jalan Birah,
Jalan Birah, Damansara
Birah,thereof
Damansara
Damansara Heights,
is enclosed
Heights,
Heights, 50490
together
50490with
50490 Kuala
Kuala Lumpur,
the Lumpur,
Kuala Malaysia
Form of Malaysia
Lumpur, Proxy
Malaysia on
in this
on
on
Tuesday,
Circular. 17
Tuesday,
Tuesday, 17 April
17 April 2018
April 2018 at
2018 at 10.30
at 10.30 a.m.
10.30 a.m. or
a.m. or at
or at any
at any adjournment
any adjournment thereof
adjournment thereof isis
thereof is enclosed
enclosed together
enclosed together with
together with the
with the Form
the Form of
Form of Proxy
of Proxy in
Proxy in this
in this
this
Circular.
Circular.
Circular.
If you decide to appoint a proxy(ies) to attend and vote on your behalf at the EGM, the Form of Proxy should be completed
IfIf
and
If you
you decide
youdeposited
decide
decide to to
toatappoint
the Share
appoint
appoint aa proxy(ies)
a proxy(ies)
proxy(ies) to
Registrarto attend
tooffice
attend
attend and
ofand
and vote
the vote
vote onon
Company, your
on your
your behalf
Tricor
behalf
behalf at
Investor
at the
at the &EGM,
Issuing
the EGM,
EGM, the Form
theHouse
the Form
Form of of Proxy
Services
of Proxy should be
Sdn Bhd
Proxy should
should be completed
at Unit 32-
be completed
completed
and
and
and deposited
01, deposited
Level 32, at
deposited at the
Tower
at the Share
the Share
Share Registrar
A, Vertical
Registrar
Registrar officeSuite,
Business
office
office of the
of
of theAvenue
the Company,
Company,
Company, Tricor Investor
3, Tricor
Bangsar
Tricor Investor
South,&&
Investor &No.
Issuing
Issuing
Issuing House
8, Jalan
House
House Services
Kerinchi,
Services
Services Sdn Bhd
59200
Sdn
Sdn Bhd
Kuala
Bhd at Unit
at
at Unit 32-
Lumpur,
Unit 32-
32-
01,
01,
01, Levelnot
Malaysia
Level
Level 32,less
32,
32, Tower
Tower
TowerthanA,A,forty-eight
A, Vertical Business
Vertical
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Business Suite,
(48) hoursSuite,
before
Suite, Avenue
the time
Avenue
Avenue 3,appointed
3,
3, Bangsar South,
Bangsar
Bangsar South,
for
South, No.the
holding
No.
No. 8, Jalan
8,
8, Jalan Kerinchi,
meeting
Jalan Kerinchi,
or at any
Kerinchi, 59200
59200
59200 Kuala Lumpur,
adjournment
Kuala
Kuala Lumpur,
thereof.
Lumpur,
Malaysia
The lodging
Malaysia
Malaysia not
not less
of the
notless
less than
than
thanFormforty-eight
of Proxy
forty-eight
forty-eight (48)
(48) hours
(48)shall
hours
hours before
not
before
before the
preclude
the time
thetime
time appointed
youappointed
appointed for
from attending
for holding
forholding
holding the
and the meeting
voting
the meeting
meeting or
in person
or at
orat any
atany
any adjournment
at the EGM should
adjournment
adjournment thereof.
you
thereof.
thereof.
The
The
The lodging of
subsequently
lodging
lodging of
wish
of thetoForm
the
the Form
do so.
Form of Proxy
of
of Proxy shall
Proxy shall not
shall not preclude
not preclude you
preclude you from
you from attending
from attending and
attending and voting
and voting in
voting in person
in person at
person at the
at the EGM
the EGM should
EGM should you
should you
you
subsequently wish
subsequently
subsequently wish to to do
do so.
so.
Last date and wishtime forto do so.
lodging the Form of Proxy : Sunday, 15 April 2018 at 10.30 a.m.
Last
Date
Last date
Last date
date and
and and
time time
and timeof the
time for
for lodging
forEGM
lodging the
lodging the Form
the Form
Form ofof Proxy
of Proxy
Proxy ::: Sunday,
Sunday,
Tuesday,
Sunday, 15 15
15 April
17April 2018
April2018
April 2018at
2018 at 10.30
atat10.30 a.m.
10.30a.m.
10.30 a.m.
a.m.
Date and
Date
Date and time
and time of
time of the
of the EGM
the EGM
EGM ::: Tuesday,
Tuesday, 17
Tuesday, 17 April
17 April 2018
April 2018 at
2018 at 10.30
at 10.30 a.m.
10.30 a.m.
a.m.

This Circular is dated 2 April 2018

This
This Circular
Circular is
is dated
dated 22 April
April 2018
2018
DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this
Circular:-

Act : Companies Act, 2016

AmInvestment Bank or : AmInvestment Bank Berhad (23742-V)

Principal Adviser

Board : Board of Directors of PMBT

Bursa Depository : Bursa Malaysia Depository Sdn Bhd (165570-W)

Bursa Securities : Bursa Malaysia Securities Berhad (635998-W)

Circular : This circular to the shareholders of PMBT dated 2 April 2018 in relation
to the Proposals

CMSA : Capital Markets and Services Act, 2007

Code : Malaysian Code on Take-Overs and Mergers, 2016

Deed Poll : The deed poll constituting the Warrants to be executed by the
Company pursuant to the Proposed Rights Issue of ICULS with
Warrants

Director(s) : Has the same meaning given in Section 2(1) of the CMSA

EGM : Extraordinary General Meeting

Entitled Shareholder(s) : Shareholder(s) of PMBT whose name(s) appears on PMBT’s Record

of Depositors on the Entitlement Date

Entitlement Date : A date to be determined and announced by the Board, on which the
names of PMBT’s shareholders must appear on PMBT’s Record of
Depositors as at 5.00 p.m. on that date in order to be entitled to the
Proposed Rights Issue of ICULS with Warrants

EPS : Earnings per share

Existing Business : The business of investment holding, manufacturing and trading of

aluminium and other related products, construction and fabrication of
aluminium products

FYE : Financial year ended

GNI : Gross national income

Guidelines on Corporate : Guidelines on Issuance of Corporate Bonds and Sukuk to Retail

Bonds and Sukuk Investors issued by the SC

ICULS : Up to 160,000,000 five (5)-year 3.00% irredeemable convertible

unsecured loan stocks to be issued by PMBT pursuant to the Proposed
Rights Issue of ICULS with Warrants

Intended Gross Proceeds : The intended gross proceeds of approximately RM200 million
proposed to be raised from the Proposed Rights Issue of ICULS with
Warrants

i
DEFINITIONS (Cont’d)

Listing Requirements : Main Market Listing Requirements of Bursa Securities

LPD : 26 March 2018, being the latest practicable date prior to the date of this
Circular

Market Day(s) : Any day between Monday to Friday (inclusive) on which Bursa
Securities is open for trading in securities

Maturity Date : At the close of the Market Day on the day preceding the fifth (5th)
anniversary of the date of the issuance of the ICULS (if such date is a
non-Market Day, then on the preceding Market Day)

Maximum Scenario : Assuming all the 2,520,200 treasury shares are sold before the
Entitlement Date

Minimum Scenario : Assuming none of the 2,520,200 treasury shares are sold before the
Entitlement Date

NA : Net assets

PMAH : Press Metal Aluminium Holdings Berhad, a substantial shareholder of

PMBT

PMB Silicon Facility : The plant to be constructed for the manufacturing of metallic silicon, to
be located at Samalaju Industrial Park, Bintulu, Sarawak

PMBT or the Company : PMB Technology Berhad (584257-X)

PMBT Group or the : PMBT and its subsidiaries, collectively

Group

PMBT Share(s) or : Existing ordinary share(s) of PMBT

Share(s)

Price-Fixing Date : A date to be determined and announced by the Board whereby the
issue price, nominal value and conversion price of the ICULS, the
exercise price of the Warrants and the entitlement basis for the
Proposed Rights Issue of ICULS with Warrants will be fixed

Proposals : Proposed Share Split, Proposed Rights Issue of ICULS with Warrants
and Proposed Diversification, collectively

Proposed Diversification : Proposed diversification of the principal activities of the PMBT Group to
include manufacturing of metallic silicon

Proposed Rights Issue : Proposed renounceable rights issue of ICULS together with free
of ICULS with Warrants detachable Warrants to raise the Intended Gross Proceeds

Proposed Share Split : Proposed share split involving the subdivision of every one (1) PMBT
Share into two (2) Subdivided Shares

Record of Depositors : A record of securities holders established and maintained by Bursa

Depository

Rights Entitlement Basis : Entitlement basis for the ICULS

RM and sen : Ringgit Malaysia and sen, respectively

ii

ii
DEFINITIONS (Cont’d)
Rules : The Rules on Take-Overs, Mergers and Compulsory Acquisitions
issued on 15 August 2016

SC : Securities Commission Malaysia

Subdivided Shares : Ordinary shares in PMBT which have been subdivided pursuant to the
Proposed Share Split on the basis of one (1) PMBT Share into two (2)
ordinary shares of PMBT

TEAP : Theoretical ex-all price

Trust Deed : The document constituting the ICULS to be executed between the
Company and the Trustee who acts for the benefit of the holders of the
ICULS

Trustee : MTrustee Berhad (163032-V)

Undertaking : The substantial shareholders of PMBT who have undertaken:-

Shareholders (i) to subscribe in full for their entitlements pursuant to the Proposed
Rights Issue of ICULS with Warrants, namely PMAH and Weng
Fatt Stainless Steel Sdn Bhd; and

(ii) to subscribe in full for their entitlements pursuant to the Proposed

Rights Issue of ICULS with Warrants as well as to subscribe for
additional ICULS via excess applications in respect of those
Rights Shares which are not taken up or are not validly taken up
by the other Entitled Shareholders and/or their renouncee(s), in
order to achieve full subscription pursuant to the Proposed Rights
Issue of ICULS with Warrants, namely Tan Sri Dato’ Koon Poh
Keong, Koon Poh Ming, Dato’ Koon Poh Tat and Koon Poh Weng

Undertakings : Irrevocable and unconditional undertakings from the Undertaking

Shareholders to subscribe in full for their entitlements pursuant to the
Proposed Rights Issue of ICULS with Warrants as well as to subscribe
for additional ICULS that are not taken up or are not validly taken up by
other Entitled Shareholders and/or their renouncee(s) under the
Proposed Rights Issue of ICULS with Warrants to achieve full
subscription

VWAMP : Volume-weighted average market price

Warrant(s) : Up to 80,000,000 warrants to be issued pursuant to the Proposed Rights

Issue of ICULS with Warrants

Words importing the singular shall, where applicable, include the plural and vice versa, and words
importing the masculine gender shall, where applicable, include the feminine and/or neuter genders,
and vice versa. References to persons shall include corporations, unless otherwise specified.

Any discrepancies in the tables included in this Circular between the amount listed, actual figures and
the totals thereof are due to rounding.

Any reference in this Circular to any enactment or guidelines is a reference to that enactment or
guidelines as for the time being amended or re-enacted. Any reference to a time of day in this Circular
shall be a reference to Malaysian time, unless otherwise stated.

All references to “you” in this Circular are to the shareholders of PMBT.

iii

iii
TABLE OF CONTENTS

LETTER TO THE SHAREHOLDERS IN RELATION TO THE PROPOSALS

PAGE

1. INTRODUCTION 1
2. PROPOSED SHARE SPLIT 2
3. PROPOSED RIGHTS ISSUE OF ICULS WITH WARRANTS 3
4. PROPOSED DIVERSIFICATION 10
5. RATIONALE FOR THE PROPOSALS 12
6. INDUSTRY OVERVIEW AND FUTURE PROSPECTS 13
7. RISK FACTORS 16
8. EFFECTS OF THE PROPOSALS 19
9. HISTORICAL SHARE PRICES 27
10. APPROVALS REQUIRED AND CONDITIONALITY OF THE PROPOSALS 28
11. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR 30
PERSONS CONNECTED WITH THEM
12. CORPORATE EXERCISES ANNOUNCED BUT NOT COMPLETED 30
13. DIRECTORS’ RECOMMENDATION 30
14. ESTIMATED TIME FRAME FOR COMPLETION 30
15. EGM 31
16. FURTHER INFORMATION 31

APPENDICES

APPENDIX I PRINCIPAL TERMS OF THE ICULS 32

APPENDIX II PRINCIPAL TERMS OF THE WARRANTS 35

APPENDIX III PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL 38

POSITION OF PMBT AS AT 31 DECEMBER 2016 TOGETHER
WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON

APPENDIX IV FURTHER INFORMATION 62

NOTICE OF EGM ENCLOSED

FORM OF PROXY ENCLOSED

iv

iv
 PMB TECHNOLOGY BERHAD
(Company No. 584257-X)
(Incorporated in Malaysia)

Registered Office:
Lot 6.05, Level 6, KPMG Tower
8 First Avenue, Bandar Utama
47800 Petaling Jaya
Selangor Darul Ehsan, Malaysia

2 April 2018

Board of Directors

Tan Sri Dato’ Koon Poh Keong (Non-Independent Executive Chairman)

Koon Poh Ming (Non-Independent Chief Executive Officer)
Koon Poh Weng (Non-Independent Executive Director)
Dato’ Koon Poh Tat (Non-Independent Executive Director)
Loo Lean Hock (Senior Independent Non-Executive Director)
Ernest Bong Miau Fatt (Independent Non-Executive Director)
Noor Alina Binti Mohamad Faiz (Independent Non-Executive Director)

To: The Shareholders of PMB Technology Berhad

Dear Sir/Madam,

(I) PROPOSED SHARE SPLIT;

(II) PROPOSED RIGHTS ISSUE OF ICULS WITH WARRANTS; AND

(III) PROPOSED DIVERSIFICATION

1. INTRODUCTION

On 10 November 2017, AmInvestment Bank on behalf of the Board, announced that the
Company proposes to undertake the following proposals:-

(i) proposed share split involving the subdivision of every one (1) PMBT Share into two
(2) Subdivided Shares;

(ii) proposed renounceable rights issue of 5-year 3.00% ICULS together with free
detachable Warrants to raise the Intended Gross Proceeds; and

(iii) proposed diversification of the principal activities of the PMBT Group to include
manufacturing of metallic silicon.

On 21 February 2018, AmInvestment Bank, on behalf of the Company, announced that the SC
had, vide its letter dated 21 February 2018, granted its approval for the issuance of the ICULS
under Section 214(1) of the CMSA, subject to the conditions as set out in Section 10 of this
Circular.

1
 On 26 March 2018, AmInvestment Bank on behalf of the Board, announced that Bursa
Securities had, vide its letter dated 26 March 2018, approved the following:-

(i) implementation of the Proposed Share Split;

(ii) admission to the Official List and the listing of and quotation for up to 160,000,000
ICULS and up to 80,000,000 Warrants to be issued pursuant to the Proposed Rights
Issue of ICULS with Warrants on the Main Market of Bursa Securities;

(iii) listing of and quotation for up to 160,000,000 new Subdivided Shares on the Main
Market of Bursa Securities pursuant to the conversion of ICULS; and

(iv) listing of and quotation for up to 80,000,000 new Subdivided Shares on the Main Market
of Bursa Securities pursuant to the exercise of Warrants.

The approval of Bursa Securities is subject to the conditions as set out in Section 10 of this
Circular.

THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE RELEVANT

INFORMATION ON THE PROPOSALS AND TO SEEK YOUR APPROVAL BY WAY OF
POLL FOR THE RESOLUTIONS ON THE PROPOSALS TO BE TABLED AT THE
COMPANY’S FORTHCOMING EGM. THE NOTICE OF EGM AND THE FORM OF PROXY
ARE ENCLOSED IN THIS CIRCULAR.

YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS
CIRCULAR TOGETHER WITH THE APPENDICES BEFORE VOTING ON THE
RESOLUTIONS TO BE TABLED AT THE COMPANY’S FORTHCOMING EGM.

2. PROPOSED SHARE SPLIT

2.1 Details of the Proposed Share Split

The Proposed Share Split entails the subdivision of every one (1) PMBT Share held by the
shareholders of PMBT at 5.00 p.m. on an entitlement date to be determined and announced by
the Board at a later date, into two (2) Subdivided Shares.

Based on PMBT’s current issued share capital of RM46,941,000* comprising 80,000,000 PMBT
Shares (including 2,520,200 treasury shares), the resultant issued share capital of PMBT upon
completion of the Proposed Share Split will be RM46,941,000* comprising 160,000,000
Subdivided Shares (including 5,040,000 treasury shares assuming that none of the treasury
shares are sold or cancelled).

Note:-
* With the Act coming into effect on 31 January 2017, the share capital amount includes the sum
of RM6,941,000 standing in the share premium account.

For illustrative purposes, based on the closing market price of PMBT Shares as at the LPD, the
market price of PMBT Shares after the Proposed Share Split shall theoretically be adjusted as
follows:-

Assumed Market Price Total

Number of per Share Value
Shares held (RM) (RM)
As at the LPD 100 4.10 410
After the Proposed Share Split 200 2.05 410

Accordingly, the Proposed Share Split is not expected to have any impact on the total value of
Shares held by the shareholders of the Company.

2.2 Ranking of the Subdivided Shares

The Subdivided Shares will rank pari passu in all respects with each other after the subdivision.

2
2
2.3 Listing of the Subdivided Shares

The approval from Bursa Securities for the listing of and quotation for the Subdivided Shares
on the Main Market of Bursa Securities was obtained vide its letter dated 26 March 2018.

No suspension will be imposed on the trading of the PMBT Shares on Bursa Securities for the
purpose of implementing the Proposed Share Split as the Proposed Share Split is prescribed
as a specified subdivision pursuant to Paragraph 13.04(3) of the Listing Requirements.

The Subdivided Shares shall be listed and quoted on the Main Market of Bursa Securities on
the next market day following the entitlement date for the Proposed Share Split.

3. PROPOSED RIGHTS ISSUE OF ICULS WITH WARRANTS

3.1 Details of the Proposed Rights Issue of ICULS with Warrants

The Proposed Rights Issue of ICULS with Warrants will be implemented after the completion
of the Proposed Share Split.

PMBT proposes to undertake the Proposed Rights Issue of ICULS with Warrants to raise the
Intended Gross Proceeds before full exercise of the Warrants. The Proposed Rights Issue of
ICULS with Warrants entails the issuance by the Company of up to 160,000,000 ICULS
together with up to 80,000,000 Warrants to the Entitled Shareholders. The number of ICULS,
entitlement basis for the ICULS and the issue price of the ICULS have not been fixed at this
juncture to provide flexibility to the Board in respect of the pricing of the ICULS and determining
the number of ICULS to be issued.

The number of Warrants to be issued, the entitlement basis and the exercise price for the
Warrants have not been fixed at this juncture and will only be determined and announced by
the Board at a later date after taking into consideration the entitlement basis for the ICULS. The
Warrants will be issued at no cost to the Entitled Shareholders and/or their renouncee(s) who
subscribe for the ICULS.

Notwithstanding the above, the Intended Gross Proceeds have been determined upfront to
provide an indication to the shareholders of PMBT with respect to the estimated capital outlay
required to fully subscribe for their respective entitlements under the Proposed Rights Issue of
ICULS with Warrants. The estimated capital outlay required from an Entitled Shareholder
(assuming none of the 2,520,200 treasury shares are sold prior to the Entitlement Date) can be
calculated as follows:

: Number of Subdivided Shares held (1) RM200

Estimated capital outlay X
154,959,600 Subdivided Shares (2) million

Notes:-
(1) Computed by multiplying the current number of PMBT Shares held by a shareholder of PMBT
by two (2) as the Proposed Rights Issue of ICULS with Warrants will be implemented after the
completion of the Proposed Share Split.
(2) Represents the enlarged number of Subdivided Shares (assuming none of the 2,520,200
treasury shares are sold prior to the Entitlement Date).

For illustrative purposes only, based on the manner of computation set out above, the estimated
capital outlay required from a shareholder holding 100 PMBT Shares as at the LPD who wishes
to fully subscribe for his entitlement is approximately RM258.13.

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3.2 Illustrative Issue Price and Conversion Price of the ICULS, Basis of Entitlements and
Exercise Price of the Warrants

For illustrative purposes only, based on the five (5)-day VWAMP of PMBT Shares up to and
including the LPD of RM4.21, the illustrative issue price, nominal value and conversion price of
the ICULS is assumed to be fixed at RM1.77 each, and the illustrative entitlement basis of the
Proposed Rights Issue of ICULS with Warrants is assumed to be three (3) ICULS for every four
(4) Subdivided Shares held after the completion of the Proposed Share Split, and one (1)
Warrant for every three (3) ICULS subscribed, raising illustrative gross proceeds of up to
RM212,400,000 (assuming all the treasury shares are sold before the Entitlement Date).

The illustrative issue price, nominal value and conversion price of the ICULS of RM1.77
represents a discount of approximately 9.69% to the TEAP of the Subdivided Shares of RM1.96
based on the five (5)-day VWAMP up to the LPD of RM4.21.

The illustrative exercise price of the Warrants is assumed to be RM1.96, intended to be

equivalent to the TEAP of RM1.96.

For illustrative purposes, based on the abovementioned parameters, the total number of ICULS
and Warrants to be issued, and total funds raised from the Proposed Rights Issue of ICULS
with Warrants (before the exercise of Warrants) are set out below:-

Minimum Scenario Maximum Scenario

Assuming none of the Assuming all the treasury
treasury shares are sold shares are sold before the
before the Entitlement Date Entitlement Date
Illustrative total number of
116,219,700 120,000,000
ICULS
Illustrative total number of
38,739,900 40,000,000
Warrants
Illustrative total funds raised
from the Proposed Rights
Issue of ICULS with RM205,708,869 RM212,400,000
Warrants (before the
exercise of Warrants)
Illustrative total number of
new Subdivided Shares to
be issued:-
(i) Upon full conversion of
116,219,700 120,000,000
ICULS
(ii) Assuming full exercise
38,739,900 40,000,000
of Warrants

The final issue price, nominal value and conversion price of the ICULS, entitlement basis of the
ICULS and Warrants, and the exercise price of the Warrants will be determined and announced
by the Board after the receipt of all relevant approvals for the Proposed Rights Issue of ICULS
with Warrants.

3.3 Form of Issuance of ICULS and Warrants

The ICULS will be issued in registered form and constituted by a Trust Deed to be executed
between the Company and the appointed Trustee. The Warrants will be immediately
detachable from the ICULS upon issuance and will be traded separately. The Warrants will be
issued in registered form and constituted by a Deed Poll. No physical ICULS certificate or
Warrant certificate shall be issued to Entitled Shareholders and/or their renouncee(s) under the
Proposed Rights Issue of ICULS with Warrants. Instead, the ICULS and Warrants will be
credited directly as prescribed securities into the Entitled Shareholders’ and/or their
renouncee(s)’ respective securities accounts.

The principal terms of the ICULS and Warrants are set out in Appendix I and Appendix II of this
Circular, respectively.

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3.4 Renounceability of the Proposed Rights Issue of ICULS with Warrants

The Proposed Rights Issue of ICULS with Warrants is renounceable in full or in part. For the
avoidance of doubt, the Warrants shall only be issued to the Entitled Shareholders and/or their
renouncee(s) who subscribe for the ICULS pursuant to the Proposed Rights Issue of ICULS
with Warrants. The renunciation of the ICULS by the Entitled Shareholders will accordingly
entail the renunciation of the Warrants to be issued with the ICULS pursuant to the Proposed
Rights Issue of ICULS with Warrants. If the Entitled Shareholders and/or their renouncee(s)
decide to subscribe only part of their ICULS entitlements, they shall then be entitled to the
Warrants in the proportion of their subscription of their ICULS entitlements.

Any unsubscribed ICULS together with the Warrants will be made available to other Entitled
Shareholders and/or their renouncee(s) under the excess ICULS application. Fractional
entitlements of the ICULS and the Warrants arising from the Proposed Rights Issue of ICULS
with Warrants, if any, shall be dealt with in such manner as the Board shall in their absolute
discretion deem fit and expedient, and in the best interests of the Company.

3.5 Basis of Determining and Justification for the Issue Price, Nominal Value and
Conversion Price of the ICULS

The final issue price, nominal value and conversion price of the ICULS shall be determined,
fixed and announced by the Board at a later date after obtaining all relevant approvals for the
Proposed Rights Issue of ICULS with Warrants. The issue price will be fixed at a price that is
deemed appropriate after taking into consideration the following:-

(i) the Intended Gross Proceeds based on the funding requirements of PMBT Group as
stated in Section 3.9 below;

(ii) the then prevailing market conditions and market price of the Subdivided Shares;

(iii) TEAP of the Subdivided Shares calculated based on five (5)-day VWAMP of
Subdivided Shares immediately preceding the Price-Fixing Date; and

(iv) the discount of the conversion price of not more than 10% to the TEAP of the
Subdivided Shares immediately preceding the Price-Fixing Date

The conversion price of the ICULS shall be equivalent to the issue price and the nominal value
of the ICULS. On this basis, every one (1) ICULS shall be converted into one (1) new
Subdivided Share, unless the conversion price is adjusted pursuant to the terms set out in the
Trust Deed.

The entitlement basis for the ICULS and the corresponding number of ICULS to be issued can
only be determined in conjunction with the fixing of the issue price of the ICULS such that the
Intended Gross Proceeds will be raised. The final basis and justification for the issue price,
nominal value and conversion price of the ICULS will be announced on the Price-Fixing Date.

3.6 Basis of Determining the Exercise Price for the Warrants

The exercise price of the Warrants has not been fixed at this juncture and will only be
determined and announced by the Board at a later date after taking into consideration the then
prevailing market conditions and market price of the Subdivided Shares.

The exercise price of the Warrants is intended to be equivalent to the TEAP of the Subdivided
Shares immediately preceding the Price-Fixing Date. The final basis and justification for the
exercise price of the Warrants will be announced on the Price-Fixing Date.

For the avoidance of doubt, subscription of the ICULS with Warrants by the Entitled
Shareholders pursuant to the Proposed Rights Issue of ICULS with Warrants will not give rise
to any mandatory take-over offer obligation immediately after the completion of the Proposed
Rights Issue of ICULS with Warrants. Details on the implication of the Code and the Rules
arising from the shareholder’s undertakings are set out in Section 3.7 of this Circular.

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3.7 Full Subscription Basis and Shareholders’ Undertakings

The Proposed Rights Issue of ICULS with Warrants is intended to be undertaken on a full
subscription basis after taking into consideration the level of funds that the Company wishes to
raise from the Proposed Rights Issue of ICULS with Warrants which will be channeled towards
the proposed utilisation of proceeds as set out in Section 3.9 of this Circular.

The Undertaking Shareholders have, via their letters dated 21 February 2018 and 28 February
2018, provided irrevocable and unconditional undertakings to subscribe in full for their
entitlements under the Proposed Rights Issue of ICULS with Warrants as well as to subscribe
for additional ICULS that are not taken up or are not validly taken up by other Entitled
Shareholders and/or their renouncee(s) under the Proposed Rights Issue of ICULS with
Warrants to achieve full subscription.

The Undertaking Shareholders have confirmed that they have sufficient financial resources to
subscribe for the number of ICULS as specified in their respective Undertakings. AmInvestment
Bank has verified the said sufficiency of financial resources. In view of the Undertakings, there
is no underwriting required for the Proposed Rights Issue of ICULS with Warrants.

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 The Undertaking Shareholders’ direct shareholdings in PMBT as at LPD and their Undertakings based on the illustrative basis of entitlement set out in
Section 3.2 above and the Maximum Scenario are as follows:-

Direct Shareholdings
Shareholdings as at after the Proposed Entitlement Additional
LPD Share Split Undertakings Undertakings Total Undertakings
No. of
No. of Subdivided No. of No. of Total no. of
Undertaking Shareholder Shares % Shares % ICULS % ICULS % ICULS %
PMAH 21,475,958 26.84 42,951,916 26.84 32,213,937 26.84 - - 32,213,937 26.84
Weng Fatt Stainless Steel Sdn
6,797,288 8.50 13,594,576 8.50 10,195,932 8.50 - - 10,195,932 8.50
Bhd
Koon Poh Ming 30,000 0.04 60,000 0.04 45,000 0.04 57,861,131 48.22 57,906,131 48.26
Tan Sri Dato’ Koon Poh Keong 1,091,000 1.36 2,182,000 1.36 1,636,500 1.36 1,250,000 1.04 2,886,500 2.41
Dato’ Koon Poh Tat 3,455,000 4.32 6,910,000 4.32 5,182,500 4.32 4,600,000 3.83 9,782,500 8.15
Koon Poh Weng 10,000 0.01 20,000 0.01 15,000 0.01 7,000,000 5.83 7,015,000 5.84
Total 32,859,246 41.07 65,718,492 41.07 49,288,869 41.07 70,711,131 58.93 120,000,000 100.00

The Undertaking Shareholders’ actual entitlements cannot be determined at this juncture as the entitlement basis will only be determined after the
receipt of all relevant approvals for the Proposed Rights Issue of ICULS with Warrants. Based on the Undertaking Shareholders’ shareholdings in PMBT
as at LPD as tabulated above, the Undertaking Shareholders’ total Undertakings amount up to RM212.4 million.

For the avoidance of doubt, the Entitled Shareholders and/or their renouncee(s) (excluding the Undertaking Shareholders) shall be given first priority
and shall first be allocated with the excess ICULS applied for, if any. Upon completion of the allocation of such excess ICULS to the Entitled Shareholders
and/or their renouncee(s) (excluding the Undertaking Shareholders), and if there are any remaining ICULS which are not subscribed for, the Undertaking
Shareholders shall then be allocated the remaining number of unsubscribed ICULS pursuant to their Undertakings.

The Undertakings will not give rise to any mandatory take-over offer obligation pursuant to the Rules. The Undertaking Shareholders have confirmed
that their subscriptions for ICULS and Excess ICULS pursuant to the Undertakings will not give rise to any mandatory take-over offer obligation under
the Code and the Rules immediately after the completion of the Rights Issue of ICULS with Warrants.

In the event that any of the Undertaking Shareholders triggers an obligation to undertake a mandatory take-over offer under the Code and the Rules
pursuant to the Undertakings, a separate announcement will be made. The Undertaking Shareholders have each confirmed that they will at all times
observe and ensure compliance with the provisions of the Code and the Rules.

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3.8 Ranking of the new Subdivided Shares to be Allotted and Issued Pursuant to the
Conversion of ICULS and the Exercise of Warrants

The new Subdivided Shares to be allotted and issued pursuant to the conversion of ICULS and
the exercise of Warrants shall, upon allotment and issuance, rank pari passu in all respects
with the then existing Subdivided Shares, save and except that they will not be entitled to any
dividends, rights, allotments and/or any other distributions that may be declared, made or paid
to the shareholders of the Company where the entitlement date is prior to the date of allotment
and issuance of the said new Subdivided Shares.

3.9 Use of Proceeds

The Proposed Rights Issue of ICULS with Warrants is intended to raise gross proceeds of
approximately RM200 million, which is expected to be used by the PMBT Group in the following
manner:-

Intended
Gross
Proceeds Estimated Timeframe of
Purpose of Utilisation (RM’000) Utilisation After Completion

Construction of PMB Silicon Facility (1) 102,700 Within 12 months

To purchase equipment for the PMB 96,000 Within 12 months

Silicon Facility (2)

Estimated expenses (3) 1,300 Upon the completion of

Proposed Rights Issue of ICULS
with Warrants
Total 200,000

Notes:-

(1) The Group intends to use approximately RM102.7 million of the funds raised from the Proposed
Rights Issue of ICULS with Warrants to part finance the construction of the PMB Silicon Facility
to be set up pursuant to the Proposed Diversification as elaborated in Section 4 below.

The PMB Silicon Facility is located at Samalaju Industrial Park, Bintulu, Sarawak. The land for
the PMB Silicon Facility project is approximately 160 acres. The alienation of the state land to
the PMBT Group was approved by Bintulu Development Authority via its letter dated 12 June
2017. The details on the land premium and terms and conditions including the lease tenure will
be determined by the Land and Survey Department, Sarawak. The aforementioned land is free
from encumbrances.

The PMB Silicon Facility is expected to have a total built-up area of approximately 630,000
square feet as, follows:-

Built-up area
Particular
(‘000 square feet)
(a) Factory buildings 350
(b) Warehouse for raw material and finished goods 250
(c) Office, laboratory and others (i) 30
Total 630

Note:-

(i) Others include staff canteen and rest area of PMB Silicon Facility.

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 The breakdown of the utilisation of the proceeds for the construction cost is as follows:-

Particular RM’000
(a) Earthwork and foundation 8,000
(b) Factory and warehouse buildings 44,700
(c) Power connection and substation 15,000
(d) Mechanical and electrical works 24,000
(e) Infrastructure works within the factory 5,000
(f) Office, laboratory and others 6,000
Total 102,700

The construction of the PMB Silicon Facility (ie. site clearance and earthwork) has commenced
in January 2018 and is expected to be completed by the end of 2018. As at the LPD, the
percentage of completion for the PMB Silicon Facility is approximately 10%. Upon
commencement of business operations, the PMB Silicon Facility is expected to have an annual
production capacity of 36,000 metric tonnes.

(2) The Group intends to utilise approximately RM96.0 million of the funds raised to purchase
equipment such as furnaces, rotating gears and other high tension electrical equipment which
includes switch gears and transformer for the PMB Silicon Facility. The breakdown of the
utilisation of proceeds for the purchase of equipment is as follows:-

Particular RM’000
(a) Submerged arc furnaces 20,000
(b) Raw material and products handling system 28,000
(c) High tension electrical equipment including 21,000
transformer and switch gear
(d) Fume treatment system 12,000
(e) Other machineries 15,000
Total 96,000

Two (2) units of submerged arc furnaces (lined with refractory materials) to be installed at the
PMB Silicon Facility and both submerged arc furnaces will have an estimated annual production
capacity of 36,000 metric tonnes of metallic silicon.

The main raw materials required for the metallic silicon production are quartz, carbonaceous
reducing agents (charcoal and/or coal and/or petroleum coke) and wood chips. These raw
materials will be consistently and properly batched and fed into the furnaces using the raw
material handling system.

Carbon electrodes will be placed as the electrical conductors in the furnaces. The high tension
electrical equipment such as transformer and switch gear will be installed to ensure consistent
power distribution and to protect certain relevant equipment so that the daily operation of the
furnaces will not be interrupted.

The fume treatment system will be placed as a filtration facility to ensure that the quality of the
fume emission produced by the production of metallic silicon is vented away for collection and
treatment to be able to meet the standard required by the Department of Environment Sarawak.

Lastly, the metallic silicon in liquid form is to be drained from the furnace via a taphole into ladles
and transfer to the product handling system for casting and packaging according to customers’
specification.

(3) The estimated expense in relation to the Proposals include professional fees and fees payable
to the relevant authorities, printing cost of circular and abridged prospectus, advertising and
miscellaneous expenses.

The actual proceeds to be raised from the Proposed Rights Issue of ICULS with Warrants is
dependent on the final issue price, entitlement basis and the actual number of ICULS to be
issued which will be determined, fixed and announced by the Board closer to the
implementation of the Proposed Rights Issue of ICULS with Warrants. Accordingly, an
announcement will be made on the actual proceed raised as well as the purpose and estimated
timeline for utilisation of the proceeds. Any variation to the amount of proceeds to be raised will
be adjusted against the amount allocated for construction of the PMB Silicon Facility.

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 Pending utilisation of the proceeds from the Proposed Rights Issue of ICULS with Warrants for
the above purposes, the proceeds will be placed in deposits with financial institutions or short-
term money market instruments. The interest derived from the deposits with financial
institutions or any gains arising from the short-term money market instruments will be used as
additional working capital of the PMBT Group.

The gross proceeds to be raised from the exercise of the Warrants are dependent on the actual
number of Warrants exercised during the tenure of the Warrants as well as the final exercise
price of the Warrants, which will be determined at a later date. The gross proceeds to be raised
from the exercise of the Warrants will be utilised as additional working capital of the PMBT
Group.

3.10 Listing of and Quotation for the ICULS, Warrants and new Subdivided Shares on the
Main Market of Bursa Securities

The approval from Bursa Securities has been obtained on 26 March 2018 for the admission of
the ICULS and Warrants, as well as for the listing of and quotation for the ICULS and Warrants
and the new Subdivided Shares to be allotted and issued pursuant to the conversion of ICULS
and the exercise of Warrants on the Main Market of Bursa Securities. Upon issuance, the
Warrants will be detached from the ICULS immediately and traded separately on the Main
Market of Bursa Securities.

4. THE PROPOSED DIVERSIFICATION

Currently, the PMBT Group is principally involved in the business of investment holding,
manufacturing and trading of aluminium and other related products, construction and
fabrication of aluminium products. The revenue and profit contribution from PMBT Group’s
operating business segments based on audited consolidated financial statements for the FYE
31 December 2015 and 2016 are set out below:-

Percentage
Percentage contribution to
contribution to Segment the Group’s
the Group’s operating total operating
Operating Revenue total revenue profit profit
Segment (RM’000) (%) (RM’000) (%)
2015 2016 2015 2016 2015 2016 2015 2016
Manufacturing
195,355 195,947 44.98 52.81 8,124 10,534 44.82 52.76
and trading
Construction
and 238,938 175,083 55.02 47.19 10,002 9,431 55.18 47.24
fabrication
Total 434,293 371,030 100.00 100.00 18,126 19,965 100.00 100.00

The PMBT Group intends to diversify its Existing Business to include manufacturing of metallic
silicon to provide an additional revenue stream, and provide potential increase in profit
contribution to the Group.

The Board expects the manufacturing of metallic silicon to potentially contribute at least 25%
or more of the net profits of the PMBT Group and/or result in a diversion of 25% or more of
PMBT Group’s NA. As such, the Board proposes to seek the approval of the shareholders of
PMBT for the Proposed Diversification pursuant to Paragraph 10.13 of the Listing
Requirements, at the forthcoming EGM.

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The Group has the following Director and key management personnel who have experience in
the metallic silicon industry:-

(i) Mr. Koon Poh Ming, aged 61, is the Chief Executive Officer of the Company since 2003.
He is also the Executive Vice Chairman of PMAH. He graduated with a bachelor degree
in Civil and Structural Engineering from the University of Wales in 1981. He is a
registered professional engineer with the Board of Engineers Malaysia and The
Institute of Engineers Malaysia. He has been actively involved in the aluminium trading
and manufacturing and construction for more than 30 years. He was involved in the
team that was responsible for the completion and commissioning of Press Metal Bintulu
Sdn Bhd’s aluminium smelter Phase I and Phase II in Samalaju Industrial Park,
Sarawak, Malaysia. He has more than 10 years of experience in the procurement of
metallic silicon industry together with technical knowledge of production and quality
control. He has conducted numerous plant visits and attended international
conferences on the present and future development of metallic silicon market.

(ii) Mr. Seo Gonwoo, aged 41, will lead the construction of the PMB Silicon Facility and
has been designated as the plant manager. He has experience and technical expertise
in the ferro alloy and metallic silicon industry specialising in the management of
submerged arc furnaces. He started his career as a production manager in Taekyung
Industry Limited where his responsibility was to manage and supervise submerged arc
furnaces-related installation, production yield and raw material receipt. In 2013, he left
Taekyung Industry Limited and joined Elpion Silicon Sdn Bhd where he was involved
in the planning and managing the production and operations. He has more than 15
years of experience in managing submerged arc furnaces which is the main component
of the entire metallic silicon manufacturing facility and 5 years of direct experience in
the metallic silicon industry. He has a degree in Bachelor of Metallurgical Engineering
from Dong-A University in South Korea. He will be spearheading the new business of
manufacturing of metallic silicon for PMBT Group.

(iii) Mr. Lew Cheh Nam, aged 46, is the Technical General Manager for PMB Technology
Berhad. He is responsible for the design of machinery and products to tailor to the
customers’ need. He started off as a Quality Manager in Plastictecnic (M) Sdn Bhd,
where he was involved in managing the quality of the products. Later on he joined
Press Metal International Limited in China as a technical director where he was in
charge of product designing. He has 13 years of experience in setting up and designing
of new metallic silicon plants. He has vast technical knowledge in the field of plant
automation and lean manufacturing processes relevant to the manufacturing of metallic
silicon. He has a Diploma in Electromechanical Engineering from Federal Institute of
Technology. He completed his EMBA in Sun Yat-sen University Guangzhou. He also
further improved his knowledge in product designing skills by attending a Products
Designer Training course organised by the German Malaysian Institute.

(iv) Ms. Lim Hui Kien, aged 31, will be part of the team involved in the construction of PMB
Silicon Facility and has been designated as the Quality Assurance and Production
Planning Manager sourcing for metallic silicon raw materials. She has experience and
technical expertise in the Metallurgical Grade Silicon industry for over four (4) years,
specialising in the Quality Assurance/Control and Production Management of
Metallurgical Grade Silicon (MG-Si). She started off her career as a Quality Assurance
Engineer in Elpion Silicon Sdn. Bhd. where she was responsible for monitoring the
quality of metallic silicon raw materials and products. Furthermore, she was also in
charge of the daily production planning, products shipment and incoming metallic
silicon raw materials management. She has a degree in Bachelor of Chemical and
Biological Engineering from Korea University.

The Board is confident that the PMBT Group has the capabilities and resources to diversify into
manufacturing of metallic silicon after taking into consideration the competency and experience
of Mr. Koon Poh Ming, Mr. Seo Gonwoo, Mr. Lew Cheh Nam and Ms. Lim Hui Kien as set out
above.

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 Moving forward, PMBT may expand its current team of key personnel involved in the Proposed
Diversification and may employ other key management personnel with experience in, amongst
others, engineering, production management and marketing to manage the new business
activity. The timing for recruitment of additional members for its team has yet to be determined
at this juncture as this would depend on, amongst others, the timing of completion of the PMB
Silicon Facility.

The PMB Silicon Facility is expected to have an estimated annual production capacity of 36,000
metric tonnes. The PMBT Group has secured a 25-year of 52 megawatt power supply for the
PMB Silicon Facility. Barring unforeseen circumstances and subject to the receipt of all relevant
approvals, PMB Silicon Facility will commence operations immediately upon completion of the
construction of the PMB Silicon Facility which is expected to be in end of 2018.

The principal markets for the metallic silicon and the raw materials are as shown below:-

(i) Metallic Silicon

The principal markets for the metallic silicon are Europe, North America and Asia
Pacific, primarily from manufacturers of aluminium-silicon alloy, solar photovoltaic and
electronics, and chemical industries.

(ii) Raw Materials

The raw materials required for the manufacturing of metallic silicon and the principal
market to procure the raw materials are set out below:-

Raw Material Market

Quartz stone Mining companies in Middle Eastern, India, China, and South
East Asia

Charcoal/ Malaysia, South East Asia, South America and Europe

Colombia Coal

Woodchips Malaysia and South East Asia

Electrodes Asia Pacific, China, Europe and Russia

The PMBT Group intends to continue with the Existing Business in largely the same manner. If
the Proposed Diversification is approved by the shareholders of PMBT, the PMBT Group will
in the future be principally involved in the Existing Business and the manufacturing of metallic
silicon.

As set out in Section 10.2 of this Circular, the Proposed Rights Issue of ICULS with Warrants
and Proposed Diversification are inter-conditional. In the event that shareholders’ approval is
not obtained for the Proposed Diversification, the Proposed Rights Issue of ICULS with
Warrants will be aborted and any bank borrowings have been drawdown for the construction of
PMB Silicon Facility will be repayable through internally-generated funds and/or future financing
to be obtained. Additionally, the PMBT Group will explore options to divest or reduce its interest
in the PMB Silicon Facility.

5. RATIONALE FOR THE PROPOSALS

5.1 Proposed Share Split

The Proposed Share Split is expected to possibly improve the liquidity of PMBT Shares on the
Main Market of Bursa Securities by increasing the number of Shares in issue.

Furthermore, the adjustment in market price of PMBT Shares pursuant to the Proposed Share
Split is expected to result in the Subdivided Shares being more affordable in order to appeal to
a wider group of public shareholders and investors.

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5.2 Proposed Rights Issue of ICULS with Warrants

After due consideration of the various funding options available to PMBT, the Board is of the
view that the Proposed Rights Issue of ICULS with Warrants is an appropriate avenue of fund
raising as it complements the external borrowings to be undertaken to finance the setting up
(construction and purchase of equipment) of the PMB Silicon Facility. In this regard, the funds
raised from the Proposed Rights Issue of ICULS with Warrants are intended to be used to fund
the Proposed Diversification in the manner as detailed in Section 3.9 above.

Additionally, the Proposed Rights Issue of ICULS with Warrants was decided by the Board after
taking into consideration the following factors:-

(i) it minimizes the immediate dilution effect on the basic EPS of the Company, which
would otherwise have an immediate upfront effect if the fund raising exercise was an
issuance of ordinary shares;

(ii) the ICULS coupon rate is fixed at 3.00% which offers certainty to the Company’s
coupon repayment commitments for the funds raised from ICULS as PMBT will not be
subjected to interest rate risk as external borrowings typically bear a variable interest
rate. Further, the ICULS coupon rate is lower than the interest rates of PMBT Group’s
current bank borrowings as well as the bank borrowings to be obtained for the part-
financing of the setting up of the PMB Silicon Facility;

(iii) the Entitled Shareholders and/or their renouncee(s) who subscribe for their
entitlements/renounced entitlements will be able to trade the ICULS and Warrants on
the Main Market of Bursa Securities, and hence may also benefit from any upside from
potential capital appreciation of the ICULS and Warrants; and

(iv) the free Warrants to be issued pursuant to the Proposed Rights Issue of ICULS with
Warrants will provide the shareholders of PMBT with an incentive to subscribe for the
ICULS. The Warrants will allow the Entitled Shareholders to increase their equity
participation in the Company at a predetermined price over the tenure of the Warrants.
In addition, the Company would also be able to raise further proceeds as and when
any of the Warrants are exercised.

5.3 Proposed Diversification

The Proposed Diversification is in line with the Board’s objective to improve the revenue and
earnings of the PMBT Group and enhance shareholders’ value after taking into consideration
the prospects and outlook of the metallic silicon industry as set out in Section 6.3 of this Circular.
The Board is of the opinion that the diversification into manufacturing of metallic silicon will
further complement the Group’s Existing Business.

PMBT’s shareholders’ approval will be sought for the Proposed Diversification at the
forthcoming EGM, pursuant to Paragraph 10.13 of the Listing Requirements as the Board
anticipates that, barring unforeseen circumstances, the metallic silicon manufacturing business
activity may contribute to at least 25% of the net profits and/or NA of PMBT Group in the future.

6. INDUSTRY OVERVIEW AND FUTURE PROSPECTS

6.1 Overview and Outlook of the Malaysian Economy

For the fourth quarter of 2017, the Malaysian economy registered a growth of 5.9% (3Q 2017:
6.2%) as private sector spending continued to be the primary driver of growth (7.4%; 3Q 2017:
7.3%). The external sector performance improved further (5.4%; 3Q 2017: 1.7%), as real import
growth moderated faster than real export growth. On a quarter-on-quarter seasonally-adjusted
basis, the economy grew by 0.9% (3Q 2017: 1.8%). For the year as a whole, the economy
registered a robust growth of 5.9%

Domestic demand expanded by 6.2% (3Q 2017: 6.6%) supported by continued strength in
private sector expenditure (7.4%; 3Q 2017: 7.3%), amid waning support from public sector
spending (3.4%; 3Q 2017: 4.0%).

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 On the supply side, most economic sectors recorded a moderate expansion, except for the
agriculture sector, while growth in the mining sector declined. The services sector registered
slightly lower growth in the fourth quarter. This mainly reflected lower growth in the wholesale
and retail trade sub-sector, in tandem with the moderation in private consumption. However,
growth in the finance and insurance sub-sector improved, supported by lower insurance claims
and sustained banking activity. Growth in the information and communication sub-sector
continued to be underpinned by high demand for data communication and computer services.
Growth in the manufacturing sector eased during the quarter, reflecting a broad-based
moderation in both export- and domestic-oriented industries. Production in the export-oriented
industries including Electric and Electronic (“E&E”) and petroleum refinery activity continued to
expand, albeit at a more moderate pace. Lower growth in the domestic oriented industries was
due mainly to a slower production of transport equipment and food-related products, as well as
construction-related materials.

The current account surplus widened slightly to RM12.9 billion in the fourth quarter of 2017 (3Q
2017: RM12.5 billion), accounting for 3.7% of Gross National Income (“GNI”) (3Q 2017: 3.7%
of GNI). This was due to a larger goods surplus and lower deficit in the secondary income
account which offset the higher deficits in the services and primary income accounts. For the
full year, the current account surplus widened to RM40.3 billion or 3.1% of GNI (2016: 2.4% of
GNI), the highest since 2015. Reflecting the sustained strong export performance during the
quarter, the goods surplus increased to RM34.1 billion (3Q 2017: RM31.7 billion). The services
account, however, registered a larger deficit of RM6.9 billion (3Q 2017: -RM4.9 billion). This
was attributable mainly to the lower surplus in the travel account (RM7.9 billion; 3Q 2017:
RM9.2 billion) as travel receipts declined due to lower tourist per capita expenditure.

The construction services deficit was also higher (RM4.3 billion; 3Q 2017: RM3.3 billion), driven
by higher construction services imports mainly in projects related to the oil & gas, utilities and
transportation sectors. The higher deficit in the primary income account (RM9.5 billion; 3Q
2017: RM8.6 billion) was largely attributable to higher profits accrued to foreign investors in
Malaysia, particularly in the mining and wholesale & retail trade services sub-sectors. This was
partially offset by higher profits earned by Malaysian firms investing abroad, particularly in the
real estate services sub-sector. The secondary income account registered a sizeable, albeit
smaller deficit of RM4.8 billion (3Q 2017: RM5.7 billion). Outward remittances amounted to
RM8.6 billion (3Q 2017: RM9.5 billion) driven by foreign worker remittances while inward
remittances were sustained at RM3.8 billion (3Q 2017: RM3.8 billion).

Malaysia registered a strong growth of 5.9% in 2017 (2016: 4.2%). For 2018, growth is expected
to remain favourable with domestic demand continuing to be the key driver of growth. The
positive growth momentum will continue to benefit from spillovers from better global growth on
to domestic economic activity. The Department of Statistics Malaysia’s composite leading index
has shown a sustained increase in recent periods. The MIER Business Conditions Index also
points towards sustained expansion of the economy. Overall, the assessment is for growth to
remain strong in 2018.

On the supply side, the manufacturing and services sectors are expected to benefit from
continued growth across both export- and domestic-oriented sub-sectors. The agriculture
sector’s growth will be driven by further improvements in crude palm oil yields and the maturing
of oil palm trees. Growth in the mining sector is projected to be supported by higher output from
new oil and gas facilities. In the construction sector, growth will be mainly supported by new
and existing civil engineering projects.

(Source: Economic and Financial Developments in the Malaysian Economy in the Fourth Quarter of 2017,
Bank Negara Malaysia)

6.2 Overview and Outlook of the Manufacturing Industry

The Malaysian economy expanded strongly by 5.9% during the fourth quarter of 2017 (Q4
2016: 4.5%). Growth was supported by domestic demand, particularly private sector spending.
On the supply side, all sectors registered a positive growth except mining and quarrying. For
the year, the economy grew 5.9% (2016: 4.2%), surpassing the earlier estimation of 5.2% –
5.7%.

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 Value-added of the manufacturing sector registered a growth of 5.4% (Q4 2016: 4.7%)
contributed by steady performance of both export- and domestic-oriented industries. The
growth was in accordance with higher manufacturing output which increased 5.4% (Q4 2016:
4.9%). Likewise, manufacturing sales posted double-digit growth of 10.4% to RM200.2 billion
(Q4 2016: 6.8%; RM181.3 billion) during the period. Export-oriented industries grew 5.4% (Q4
2016: 5.1%) on account of sustained demand for E&E (5.7%); chemicals and chemical products
(4.9%); and refined petroleum products (3.7%), particularly from China, Hong Kong and
Singapore. The growth of the industry was also supported by off estate processing activities
which rebounded significantly by 20.5% (Q4 2016: -7.1%), attributed to the higher manufacture
of crude palm oil.

However, the output of woods and wood products grew at a slower pace of 1.1% (Q4 2016:
5.8%) in line with the moderating logging activities. Meanwhile, domestic-oriented industries
expanded 4.6% underpinned by a rebound in transport equipment at 5.7% (Q4 2016: 4.5%; -
4%), following higher demand for parts and accessories during year-end school holidays. In
addition, growth was also backed by construction-related cluster which expanded 4.7% (Q4
2016: 3.9%). The output of nonmetallic mineral and other related products; and fabricated metal
products expanded further supported by vibrant construction activity. Meanwhile, the output of
food products and beverages continued to expand 3.1% and 5.9%, respectively (Q4 2016: 16%;
10.6%).

During the fourth quarter of 2017, total trade grew strongly by 13.3% to RM462.6 billion (Q4
2016: 4%; RM408.2 billion), in line with favourable global trade activity. Gross exports
registered a double-digit increase of 12.4% (Q4 2016: 3.1%), mainly contributed by
manufactured and mining goods. Similarly, gross imports surged 14.4% (Q4 2016: 5.1%)
supported by higher demand for capital, intermediate and consumption goods. Trade surplus
remained sizeable at RM27.7 billion (Q4 2016: RM28 billion). Receipts from manufactured
exports rose 14.2% to RM201.5 billion (Q4 2016: 3.5%; RM176.5 billion), largely led by stronger
demand for E&E, chemicals and chemical products, petroleum products and manufactures of
metal. Of significance, the continuous upturn in global electronics cycle has further boosted
E&E exports, which surged 14.7% (Q4 2016: 7.7%). Exports of semiconductors and electronics
machines apparatus were significantly higher, expanding by 24.4% and 31%, respectively. E&E
exports to major trading markets, particularly Hong Kong (44.7%), Singapore (19.9%) and
Thailand (32.2%) registered a notable increase in earnings.

The Malaysian economy is expected to sustain a steady growth momentum, ranging between
5% - 5.5% in 2018. The growth will be underpinned by strong domestic demand, particularly
private sector spending coupled with the favourable external sector. On the supply side, growth
is anticipated to be broad-based led by services and manufacturing sectors. Inflation is
expected to be manageable while the labour market to remain stable.

(Source: Malaysian Economy: Fourth Quarter 2017, Ministry of Finance)

6.3 Outlook and Prospects of the Metallic Silicon Industry and the Proposed Diversification

The Proposed Diversification has been identified by the Board as part of its growth strategy to
enhance the Group’s future prospects and expand its revenue stream. There are various
usages for metallic silicon and it is widely used in the following areas.

(i) Aluminium-Silicon Alloys

Silicon enhances the properties of aluminium by improving its castability, hardness and
strength. Aluminium-silicon alloys provide a stronger and lighter replacement as
compared to alloy engine blocks and steel wheels for automobiles. Lighter automobiles
have better fuel efficiency which in turn reduces carbon emissions. The prospects of
aluminium-silicon alloys are positive in view of a growing trend in global demand for
lower carbon emission automobiles.

(ii) Solar Photovoltaic and Electronics Industries

Metallic silicon is widely used as the feedstock to manufacture monosilicon and

polysilicon, which are the main materials used in the manufacturing of solar cells and
semiconductor devices.

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 There is robust global demand for metallic silicon within the solar power industry as
solar power is in the midst of boom because of sharp drops in costs and efficiency
improvements, pushing global capacity from virtually zero at the start of the century to
300 gigawatt by the end of 2016, a figure expected to rise again by 2020. The
International Renewable Energy Agency (IRENA) expects 80 to 90 gigawatt of new
solar capacity to be added globally each year over the next five (5) to six (6) years.
(Source: Solar costs to fall further, powering global demand – Irena; Reuters, 23
October 2017)

The total revenue of the global semiconductor industry reached USD338.9 billion last
year, with China accounting for USD150.0 billion, according to trade group the
Semiconductor Industry Association. Technology research firm Gartner has forecast
worldwide semiconductor revenue this year to total USD364.1 billion, up 7% over last
year. (Source: Bullish on chips: Everbright’s fund earmarks USD500 million to invest in
semiconductors; South China Morning Post, 27 October 2017)

Premised on the above, the Group has drawn up marketing plans to penetrate the solar
power industry such as participation in international conferences to market metallic
silicon products to international traders in the near future. In addition, the Group is
currently engaging its existing customers to gauge their interest in purchasing metallic
silicon from the Group.

(iii) Chemical Industry

Metallic silicon is the base material for making silicone, which is a substitute for many
applications for petroleum-based compounds. Metallic silicon can serve as a raw
material for various growing number of industries and especially products such as
silicone rubber parts, sealants, adhesives, lubricants, food additives, coatings, polishes
and cosmetics.

Based on the various uses of metallic silicon as elaborated above, the Proposed Diversification
is expected to contribute positively to the future profits of the PMBT Group. The Group is also
positioned to take advantage of the PMB Silicon Facility’s geographic location at Samalaju
Industrial Park, Bintulu, Sarawak, Malaysia as there are industries located there which require
metallic silicon in their production line. The Samalaju port, which is less than 10 kilometers from
the PMB Silicon Facility, provides advantage on logistic costs for transporting both raw
materials and finished goods.

7. RISK FACTORS

Pursuant to the Proposed Diversification, the Group will be exposed to the risks inherent to the
metallic silicon industry which include, but are not limited to, the following:-

7.1 Business Risk

Pursuant to the Proposed Diversification, the Group will be subject to risks inherent to the
manufacturing of metallic silicon business. These may include, amongst others, general
economic downturn in the global and regional economy, entry of new players, socio-political
instability, changes in demand and supply of metallic silicon, increases in the costs of labour
and raw materials, labour and raw materials disruptions/shortages, changes in credit conditions
and changes in the legal and environment framework within which the industry operates.

The Group will adopt prudent management and efficient operating procedures to adapt to any
negative changes in the metallic silicon industry. However, no assurance can be given that any
changes in these factors will not have any material adverse effect on the Group. The Group
has a few key management personnel, Mr. Seo Gonwoo, Mr. Lew Cheh Nam and Ms. Lim Hui
Kien who have industry experience and will be managing the manufacturing of metallic silicon
business.

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7.2 Business Diversification

The Group is predominantly engaged in the aluminium and the construction industry. With the
implementation of the diversification of the Group’s business to include manufacturing of
metallic silicon business, the Group will be subject to new challenges and risks arising from the
metallic silicon business. PMBT Group seeks to mitigate these risks by leveraging on the
extensive working experience of Mr. Koon Poh Ming, Mr. Seo Gonwoo, Mr. Lew Cheh Nam,
Ms Lim Hui Kien and other key management personnel of the Group, engage the services of
professionals and contractors with proven track records and relevant experiences as well as
careful planning and allocation of resources. Nevertheless, no assurance can be given that any
changes to these factors will not have a material adverse effect on the Group’s business and
future earnings.

7.3 Risk of Electric Shortages

There have been reports of power outage of electricity in Sarawak in the recent years which
resulted in businesses experiencing potential heavy losses. The power outage may have a
material adverse effect on the Group as any prolonged interruption to the manufacturing
facilities due to the shutdowns may affect the financial performance of the Group.

There can be no assurance that the Group will not suffer any power outage in the future or that
its business operations, financial results or financial conditions will not be materially adversely
affected as a result. However, the risk of power outage can be minimised by insurance
coverage. The power purchase agreement is valid for a period of 25 years thus assuring the
continuous supply of power on a long-term basis.

Short term power outage up to 24 hours will not significantly impact the operations of the PMB
Silicon Facility.

7.4 Competition Risk

The Group faces competition from both new and existing metallic silicon manufacturers in Asia,
in particularly manufacturers in China, being the world’s largest metallic silicon exporter. Some
of the manufacturers in China are equipped with higher production capacity to achieve
economies of scale and hence have advantage in term of pricing.

Nevertheless, the Board believes that with a long-term and constant power supply secured by
the Group at a competitive rate and strategic location of the PMB Silicon Facility that reduces
logistics cost, the Group would be able to compete in the metallic silicon industry. The Group
will also continuously monitor and adjust the Group’s metallic silicon operations and marketing
strategies that is best suited for the Group.

7.5 Commodity Risk

Like other commodities, the prices of metallic silicon are determined by global market demand
and supply. Any significant and sudden decrease in such prices may adversely affect the
Group’s selling price and profit margin. There is no assurance that any adverse changes in
such prices will not have a material adverse effect on the Group’s financial performance.

Nonetheless, the Group seeks to limit such risks by entering into long-term sales contracts with
its customers while improving its productivity.

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7.6 Foreign Exchange Risk

Both export sales and import of raw materials for PMB Silicon Facility will expose the Group to
the risk of fluctuation of foreign currency rates.

There can be no assurance that any significant changes in exchange rate fluctuation and
foreign exchange control regulations will not have an adverse impact on the Group’s profitability
and financial position. Any weakening of Ringgit Malaysia may affect the profit margins of PMBT
Group. The Group intends to mitigate this risk through careful monitoring and planning of its
purchases, and may also explore hedging tools to minimise the impact of significant movements
in foreign currency rates. Further, it is noted that the Group’s Existing Business is already
exposed to foreign currency fluctuations.

7.7 Political, Economic and Regulatory Consideration

The financial and business prospects of the Proposed Diversification may depend to some
degree on political, economic and regulatory factors. Any adverse developments of such factors
may materially and adversely affect the prospects of the PMB Silicon Facility. These include
but not limited to the risk of war, terrorist attacks, riots, changes in political leadership, global
economic downturn and unfavourable changes in the governmental policies such as changes
in methods of taxation, interest rate, licensing or introduction of new regulations.

The Group will continue to monitor the political, economic and regulatory conditions, abiding
with all the relevant regulatory conduct and procedures as well as adopting effective measures
such as prudent management and efficient operating procedures to mitigate these factors
where required. However, there is no assurance the measures taken to mitigate the risk would
be sufficient and that any changes to the political and/or economic environment would not have
any material adverse impact to the operation and performance of the PMB Silicon Facility.

7.8 Dependency on Key Personnel

The Proposed Diversification’s success in the metallic silicon industry is largely dependent on
the abilities, skills, experience, competency and continued efforts of current key personnel and
the future key personnel to be recruited by the Group for the Proposed Diversification. The loss
of any key personnel without timely replacement or the inability of the Group to attract and
retain other qualified personnel, could adversely affect the new business operations and hence,
its revenue and profitability.

The Group will continuously adopt appropriate measures to attract and retain key personnel by
offering, amongst others, competitive remuneration packages and on-going training and
development programmes. PMBT will strive to retain qualified experienced personnel who are
essential to the Group’s succession plan to ensure continuity and competency in our
management team. However, no assurance can be given that the above measures are
sufficient in mitigating this risk.

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8. EFFECTS OF THE PROPOSALS

The Proposed Diversification will have no effect on the issued share capital, pro forma NA and
gearing, and substantial shareholders’ shareholdings of the Group. The effects of the Proposed
Diversification on the earnings and EPS of the PMBT Group is stated in Section 8.4 below.

Where applicable, the pro forma effects of the Proposed Share Split and Proposed Rights Issue
of ICULS with Warrants in this section are illustrated based on the following assumptions.

The illustrative issue price, nominal value and conversion price of the ICULS is assumed to be
fixed at RM1.77 each, and the illustrative entitlement basis of the Proposed Rights Issue of
ICULS with Warrants is assumed to be three (3) ICULS for every four (4) Subdivided Shares
held after the Proposed Share Split, and one (1) Warrant for every three (3) ICULS subscribed,
raising illustrative gross proceeds of up to RM212,400,000 (assuming all the treasury shares
are sold before the Entitlement Date).

The illustrative issue price, nominal value and conversion price of the ICULS of RM1.77
represents a discount of approximately 9.69% to the TEAP of Subdivided Shares of RM1.96
based on the five (5)-day VWAMP up to the LPD of RM4.21. The illustrative exercise price of
the Warrants is assumed to be RM1.96 which is intended to be equivalent to the TEAP of
RM1.96.

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8.1 Issued Share Capital

The pro forma effects of the Proposed Share Split and Proposed Rights Issue of ICULS with
Warrants on the total number of issued shares of PMBT are as follows:-

Minimum Scenario Maximum Scenario

No. of No. of
Shares (RM) Shares (RM)
Issued share capital as
77,479,800 (1)
46,941,000 77,479,800 (1)
46,941,000
at the LPD
Assuming all the
treasury shares as at
the LPD are sold in
the market before the - - 2,520,200 -
Entitlement Date (for
purpose of the
Maximum Scenario)
77,479,800 46,941,000 80,000,000 46,941,000
To be issued pursuant
to the Proposed 77,479,800 - 80,000,000 -

Share Split
154,959,600 46,941,000 160,000,000 46,941,000
To be issued pursuant
to the full conversion 116,219,700 (2)
205,708,869 120,000,000 (2)
212,400,000
of ICULS
271,179,300 252,649,869 280,000,000 259,341,000
To be issued assuming
full exercise of 38,739,900 (3)
75,930,204 40,000,000 (3)
78,400,000
Warrants
Reversal of the
warrants reserve to - (4)
20,524,399 - (4)
21,192,000
share capital
Enlarged Issued
309,919,200 349,104,472 320,000,000 358,933,000
Shares

Notes:-
(1) With the Act being effective on 31 January 2017, the credit standing in the share premium
account of RM6,941,000 has been transferred to the share capital account
(2) After accounting for the full conversion of ICULS at an illustrative conversion price of RM1.77
each
(3) After accounting for the full exercise of the Warrants at an illustrative exercise price of RM1.96
each and the reversal of the warrants reserve upon exercise of all the Warrants
(4) Calculated based on the theoretical fair value of approximately RM0.53 per Warrant

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8.2 NA and Gearing

Based on PMBT’s latest audited consolidated statement of financial position as at 31 December 2016, the pro forma effects of the Proposed Share
Split and Proposed Rights Issue of ICULS with Warrants on the PMBT Group’s NA, NA per share and gearing are follows:-

Minimum Scenario

Pro forma I Pro forma II Pro forma III Pro forma IV Pro forma V
After Pro form II
and the utilisation
of proceeds
After Pro forma I pursuant to the
and the Proposed Proposed Rights After Pro forma III After Pro forma IV
Audited as at After the Rights Issue of Issue and full and assuming full
31 December Proposed Share ICULS with of ICULS with conversion of exercise of the
2016 Split Warrants Warrants ICULS Warrants
(RM’000) (RM’000) (RM’000) (RM’000) (RM’000) (RM’000)
Share Capital (1) 46,941 46,941 46,941 46,941 (6) 252,650 (7) 349,104

Translation
7,540 7,540 7,540 7,540 7,540 7,540
Reserve
Treasury Shares (2,220) (2,220) (2,220) (2,220) (2,220) (2,220)
Equity Component
- - (2) 165,177 165,177 -
of ICULS -
Warrant Reserves - - (3) 20,524 20,524 20,524 -
(4)
Retained Earnings 101,435 101,435 101,435 100,135 79,611 79,611
Shareholders’
153,696 153,696 339,397 338,097 358,105 434,035
Funds / NA
Number of Shares
in issue (net of 77,480 154,960 154,960 154,960 271,179 309,919
treasury shares)
NA per share (RM) 1.98 0.99 2.19 2.18 1.32 1.40
Total borrowings 96,759 96,759 (5) 122,279 122,279 96,759 96,759
Gearing (times) (8) 0.63 0.63 0.36 0.36 0.27 0.22

Notes:-
(1) With the Act being effective on 31 January 2017, the credit standing in the share premium account of RM6,941,000 has been transferred to the share
capital account
(2) Including deferred tax assets of RM5,512,223
(3) Calculated based on the theoretical fair value of approximately RM0.53 per Warrant
(4) After taking in consideration the estimated expenses in relation to the Proposals of RM1,300,000 and excluding the value of warrants reserve.
(5) Including liability portion of the ICULS amounting to RM25,519,552
(6) After accounting for the full conversion of ICULS at an illustrative conversion price of RM1.77 each
(7) After accounting for the full exercise of the Warrants at an illustrative exercise price of RM1.96 each and the reversal of the warrants reserve upon
exercise of all the Warrants
(8) Calculated based on total borrowings divided by NA attributable to equity holders of the Company
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 Maximum Scenario

Pro forma I Pro forma II Pro forma III Pro forma IV Pro forma V Pro forma VI
After Pro form III
and the
utilisation of
After Pro forma II proceeds
After Pro forma I and the pursuant to the After Pro forma After Pro forma
Audited as at and the Proposed Rights Proposed Rights III and the full IV and assuming
31 December Assuming Sale of Proposed Share Issue of ICULS Issue of ICULS conversion of full exercise of
2016 Treasury Shares Split with Warrants with Warrants ICULS the Warrants
(RM’000) (RM’000) (RM’000) (RM’000) (RM’000) (RM’000) (RM’000)
Share Capital (1) 46,941 (2) 46,941 46,941 46,941 46,941 (7) 259,341 (8)358,993

Translation
7,540 7,540 7,540 7,540 7,540 7,540 7,540
Reserve
Treasury Shares (2,220) - - - - - -
Equity Component
- - - (3) 170,565 170,565 -
of ICULS -
Warrant Reserves - - - (4) 21,192 21,192 21,192 -
(5)
Retained Earnings 101,435 101,435 101,435 101,435 100,135 78,943 78,943
Shareholders’
Funds 153,696 155,916 155,916 347,673 346,373 367,016 445,416
/ NA
Number of Shares
77,480 80,000 160,000 160,000 160,000 280,000 320,000
in issue
NA per share (RM) 1.98 1.95 0.97 2.17 2.16 1.31 1.39
Total borrowings
96,759 96,759 96,759 (6) 123,089 123,089 96,759 96,759
(RM)
Gearing (times) (9) 0.63 0.62 0.62 0.35 0.36 0.26 0.22

Notes:-
(1) With the Act being effective on 31 January 2017, the credit standing in the share premium account of RM6,941,000 has been transferred to the share
capital account
(2) Assuming all the 2,520,200 treasury shares are sold at their average cost price of RM0.88 each
(3) Including deferred tax assets of RM5,687,192
(4) Calculated based on the theoretical fair value of approximately RM0.53 per Warrant
(5) After taking in consideration the estimated expenses in relation to the Proposals of RM1,300,000 and excluding the value of warrant reserve
(6) Including liability portion of the ICULS amounting to RM26,329,591
(7) After accounting for the full conversion of ICULS at an illustrative conversion price of RM1.77 each
(8) After accounting for the full exercise of the Warrants at an illustrative exercise price of RM1.96 each and the reversal of the warrants reserve upon
exercise of all the Warrants
(9) Calculated based on total borrowings divided by NA attributable to equity holders of the Company

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 8.3 Substantial Shareholders’ Shareholdings

The effects of the Proposed Share Split and Proposed Rights Issue of ICULS with Warrants on the shareholdings of substantial shareholders of PMBT
are set out in the table below:-

Minimum Scenario

Pro forma II
Pro forma I After Pro forma I and the Proposed Rights
Shareholdings as at LPD After the Proposed Share Split Issue of ICULS with Warrants
Direct Indirect Direct Indirect Direct Indirect
No. of
No. of Subdivided No. of No. of
No. of No. of Subdivided Shares Subdivided Subdivided
Substantial Shareholder Shares held Shares held Shares held held Shares held Shares held
(’000) % (’000) % (’000) % (’000) % (’000) % (’000) %
PMAH 21,475 27.72 - - 42,951 27.72 - - 42,951 27.72 - -
Weng Fatt Stainless Steel 6,797 8.77 - - 13,594 8.77 - - 13,594 8.77 - -
Sdn Bhd
Alpha Milestone Sdn Bhd - - (1) 21,475 27.72 - - (1) 42,951 27.72 - - (1) 42,951 27.72
Tan Sri Dato’ Koon Poh 1,091 1.41 (2) 21,475 27.72 2,182 1.41 (2) 42,951 27.72 2,182 1.41 (2) 42,951 27.72
Keong
Puan Sri Datin Khoo Ee - - (3) 22,566 29.13 - - (3) 45,132 29.13 - - (3) 45,132 29.13
Pheng
Koon Poh Ming 30 0.04 (4) 20,203 26.08 60 0.04 (4) 40,406 26.08 60 0.04 (4) 40,406 26.08
Ong Soo Fan 5,906 7.62 (5) 14,327 18.49 11,812 7.62 (5) 28,654 18.49 11,812 7.62 (5) 28,654 18.49
Dato’ Koon Poh Tat 3,455 4.46 (6) 6,797 8.77 6,910 4.46 (6) 13,594 8.77 6,910 4.46 (6) 13,594 8.77
Koon Poh Weng 10 0.01 (7) 6,802 8.78 20 0.01 (7) 13,604 8.78 20 0.01 (7) 13,604 8.78
Estate of Kuan Poh Fatt - - (6) 6,797 8.77 - - (6) 13,594 8.77 - - (6) 13,594 8.77
Koon Poh Kong - - (6) 6,797 8.77 - - (6) 13,594 8.77 - - (6) 13,594 8.77

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 After Pro forma II and the full Conversion of After Pro forma III and assuming full
ICULS exercise of Warrants
Direct Indirect Direct Indirect
No. of No. of No. of No. of
Subdivided Subdivided Subdivided Subdivided
Substantial Shareholder Shares held Pro formaShares
III held Shares held Pro forma
Shares
IV held
After Pro forma II and
(’000) % the full Conversion
(’000) of
% After
(’000)
Pro forma%III and assuming
(’000) full %
PMAH 75,166 27.72ICULS - - 85,904exercise
27.72of Warrants - -
Weng Fatt Stainless Steel Direct Indirect Direct Indirect
23,791
No. of 8.77 No. of- - 27,189
No. of 8.77 No. of- -
Sdn Bhd
Alpha Milestone Sdn Bhd Subdivided- - (1)
Subdivided (1)
Subdivided
75,166 27.72 Subdivided- - 85,904 27.72
Substantial
Tan Sri Dato’Shareholder
Koon Poh Shares held Shares held Shares held Shares held
(2) (2)
3,819
(’000) 1.41
% 75,166
(’000) 27.72
% 4,364
(’000) 1.41
% 85,904
(’000) 27.72
%
Keong
PMAH
Puan Sri Datin Khoo Ee 75,166 27.72 - - 85,904 27.72 - -
Weng Fatt Stainless Steel - - (3) 78,984 29.13 - - (3) 90,268 29.13
Pheng 23,791 8.77 - - 27,189 8.77 - -
Sdn
Koon Poh
BhdMing 105 0.04 (4) 70,712 26.08 120 0.04 (4) 80,813 26.08
(1) (1)
Alpha
Ong SooMilestone
Fan Sdn Bhd 20,671- 7.62- 75,166 27.72
(5) 50,146 18.49 23,624- 7.62- (5) 85,904
57,309 27.72
18.49
Tan
Dato’Sri Dato’
Koon PohKoon
TatPoh 12,093 4.46 (2)
(6) 23,791 8.77 13,820 4.46 (2)
(6) 27,189 8.77
3,819 1.41 75,166 27.72 4,364 1.41 85,904 27.72
Keong
Koon Poh Weng 35 0.01 (7) 23,808 8.78 40 0.01 (7) 27,209 8.78
Puan Sri
Estate of Datin
Kuan Khoo Ee
Poh Fatt (3)
(6) 23,791 8.77 (3)
(6) 27,189 8.77
-- -- 78,984 29.13 -- -- 90,268 29.13
Pheng
Koon Poh Kong - - (6) 23,791 8.77 - - (6) 27,189 8.77
Koon Poh Ming 105 0.04 (4) 70,712 26.08 120 0.04 (4) 80,813 26.08
Ong Soo Fan 20,671 7.62 (5) 50,146 18.49 23,624 7.62 (5) 57,309 18.49
Dato’ Koon Poh Tat 12,093 4.46 (6) 23,791 8.77 13,820 4.46 (6) 27,189 8.77
Koon Poh Weng 35 0.01 (7) 23,808 8.78 40 0.01 (7) 27,209 8.78
Estate of Kuan Poh Fatt - - (6) 23,791 8.77 - - (6) 27,189 8.77
Koon Poh Kong - - (6) 23,791 8.77 - - (6) 27,189 8.77

Notes:-
(1) Deemed interested in the shares held via PMAH in the Company pursuant to Section 8(4)(c) of the Act
(2) Deemed interested in the shares held via Alpha Milestone Sdn Bhd in PMAH, which in turn hold shares in the Company pursuant to Section 8(4)(c) of the Act
(3) Deemed interested in the shares held via Alpha Milestone Sdn Bhd in PMAH, which in turn holds shares in the Company pursuant to Section 8(4)(c) of the Act and
shares held by her spouse, Tan Sri Dato’ Koon Poh Keong
(4) Deemed interested by virtue of his interest in Weng Fatt Stainless Steel Sdn Bhd pursuant to Section 8(4)(c) of the Act and shares held by his spouse, Ong Soo Fan
Notes:- and his children, Joyce Koon Hui Ginn, Koon Hui Ling (Carolyn), Lydia Koon Hui Li, Leslie Koon Tzer Peng and John Koon Tzer Lim
(1)
(5) Deemed interested in the shares held via PMAH
by her spouse, Company
in theKoon pursuant
Poh Ming to Section
and her 8(4)(c)
children, the Act
JoyceofKoon Hui Ginn, Koon Hui Ling (Carolyn), Lydia Koon Hui Li, Leslie Koon
(2) Deemed
Tzer Penginterested the shares
and JohninKoon held
Tzer Lim and Alpha
viaby Milestone
virtue Sdn Bhd
of her spouse’s in PMAH,
interest in Weng in turn
whichFatt hold shares
Stainless in the
Steel Sdn Company pursuant to Section 8(4)(c) of the Act
Bhd
(3)
(6) Deemed interested by in the shares
virtue held
of their via Alpha
interest Milestone
in Weng Fatt Stainless in PMAH,
Sdn BhdSteel which
Sdn Bhd pursuant
in turntoholds shares
Section in the
8(4)(c) Company
of the Act pursuant to Section 8(4)(c) of the Act and
(7) shares held
Deemed by her spouse,
interested by virtueTan
of his Dato’ Koon
Sriinterest in Weng Keong
Poh Fatt Stainless Steel Sdn Bhd pursuant to Section 8(4)(c) of the Act and shares held by his daughter, Koon Sim Ee
(4) Deemed interested by virtue of his interest in Weng Fatt Stainless Steel Sdn Bhd pursuant to Section 8(4)(c) of the Act and shares held by his spouse, Ong Soo Fan
and his children, Joyce Koon Hui Ginn, Koon Hui Ling (Carolyn), Lydia Koon Hui Li, Leslie Koon Tzer Peng and John Koon Tzer Lim
(5) Deemed interested in the shares held by her spouse, Koon Poh Ming and her children, Joyce Koon Hui Ginn, Koon Hui Ling (Carolyn), Lydia Koon Hui Li, Leslie Koon
Tzer Peng and John Koon Tzer Lim and by virtue of her spouse’s interest in Weng Fatt Stainless Steel Sdn Bhd
(6) Deemed interested by virtue of their interest in Weng Fatt Stainless Steel Sdn Bhd pursuant to Section 8(4)(c) of the Act
(7) Deemed interested by virtue of his interest in Weng Fatt Stainless Steel Sdn Bhd pursuant to Section 8(4)(c) of the Act and shares held by his daughter, Koon Sim Ee
24

24
24
 Maximum Scenario

Pro forma II
Pro forma I After Pro forma I and
Shareholdings as at LPD Assuming Sale of Treasury Shares the Proposed Share Split
Direct Indirect Direct Indirect Direct Indirect
No. of No. of
No. of No. of No. of No. of Subdivided Subdivided
Substantial Shareholder Shares held Shares held Shares held Shares held Shares held Shares held
(’000) % (’000) % (’000) % (’000) % (’000) % (’000) %
PMAH 21,475 27.72 - - 21,475 26.84 - - 42,951 26.84 - -
Weng Fatt Stainless Steel
6,797 8.77 - - 6,797 8.50 - - 13,594 8.50 - -
Sdn Bhd
Alpha Milestone Sdn Bhd - - (1) 21,475 27.72 - - (1) 21,475 26.84 - - (1) 42,951 26.84
Tan Sri Dato’ Koon Poh
1,091 1.41 (2) 21,475 27.72 1,091 1.36 (2) 21,475 26.84 2,182 1.36 (2) 42,951 26.84
Keong
Puan Sri Datin Khoo Ee
- - (3) 22,566 29.13 - - (3) 22,566 28.21 - - (3) 45,133 28.21
Pheng
Koon Poh Ming 30 0.04 (4) 20,203 26.08 30 0.04 (4) 20,203 25.25 60 0.04 (4) 40,406 25.25
Ong Soo Fan 5,906 7.62 (5) 14,327 18.49 5,906 7.38 (5) 14,327 17.91 11,812 7.38 (5) 28,654 17.91
Dato’ Koon Poh Tat 3,455 4.46 (6) 6,797 8.77 3,455 4.32 (6) 6,797 8.50 6,910 4.32 (6) 13,594 8.50
Koon Poh Weng 10 0.01 (7) 6,802 8.78 10 0.01 (7) 6,802 8.50 20 0.01 (7) 13,604 8.50
Estate of Kuan Poh Fatt - - (6) 6,797 8.77 - - (6) 6,797 8.50 - - (6) 13,594 8.50
Koon Poh Kong - - (6) 6,797 8.77 - - (6) 6,797 8.50 - - (6) 13,594 8.50

25

25
 Pro forma III
After Pro forma II Pro forma IV Pro forma V
and the Proposed Rights Issue After Pro forma III and After Pro forma IV and
of ICULS with Warrants the full Conversion of ICULS assuming full exercise of Warrants
Direct Indirect Direct Indirect Direct Indirect
No. of No. of No. of No. of No. of No. of
Subdivided Subdivided Subdivided Subdivided Subdivided Subdivided
Substantial Shareholder Shares held Shares held Shares held Shares held Shares held Shares held
(’000) % (’000) % (’000) % (’000) % (’000) % (’000) %
PMAH 42,951 26.84 - - 75,166 26.84 - - 85,904 26.84 - -
Weng Fatt Stainless Steel
13,594 8.50 - - 23,791 8.50 - - 27,189 8.50 - -
Sdn Bhd
Alpha Milestone Sdn Bhd - - (1) 42,951 26.84 - - (1) 75,166 26.84 - - (1) 85,904 26.84
Tan Sri Dato’ Koon Poh 26.84
2,182 1.36 (2) 42,951 26.84 3,819 1.36 (2) 75,166 26.84 4,364 1.36 (2) 85,904
Keong
Puan Sri Datin Khoo Ee
- - (3) 45,133 28.21 - - (3) 78,984 28.21 - - (3) 90,268 28.21
Pheng
Koon Poh Ming 60 0.04 (4) 40,406 25.25 105 0.04 (4) 70,712 25.25 120 0.04 (4) 80,813 25.25
Ong Soo Fan 11,812 7.38 (5) 28,654 17.91 20,671 7.38 (5) 50,146 17.91 23,624 7.38 (5) 57,309 17.91
Dato’ Koon Poh Tat 6,910 4.32 (6) 13,594 8.50 12,093 4.32 (6) 23,791 8.50 13,820 4.32 (6) 27,189 8.50
Koon Poh Weng 20 0.01 (7) 13,604 8.50 35 0.01 (7) 23,808 8.50 40 0.01 (7) 27,209 8.50
Estate of Kuan Poh Fatt - - (6) 13,594 8.50 - - (6) 23,791 8.50 - - (6) 27,189 8.50
Koon Poh Kong - - (6) 13,594 8.50 - - (6) 23,791 8.50 - - (6) 27,189 8.50

Notes:-
(1) Deemed interested in the shares held via PMAH in the Company pursuant to Section 8(4)(c) of the Act
(2) Deemed interested in the shares held via Alpha Milestone Sdn Bhd in PMAH, which in turn hold shares in the Company pursuant to Section 8(4)(c) of the Act
(3) Deemed interested in the shares held via Alpha Milestone Sdn Bhd in PMAH, which in turn hold shares in the Company pursuant to Section 8(4)(c) of the Act and shares
held by her spouse, Tan Sri Dato’ Koon Poh Keong
(4) Deemed interested by virtue of his interest in Weng Fatt Stainless Steel Sdn Bhd pursuant to Section 8(4)(c) of the Act and shares held by his spouse, Ong Soo Fan
and his children, Joyce Koon Hui Ginn, Koon Hui Ling (Carolyn), Lydia Koon Hui Li, Leslie Koon Tzer Peng and John Koon Tzer Lim
(5) Deemed interested in the shares held by her spouse, Koon Poh Ming and her children, Joyce Koon Hui Ginn, Koon Hui Ling (Carolyn), Lydia Koon Hui Li, Leslie Koon
Tzer Peng and John Koon Tzer Lim and by virtue of her spouse’s interest in Weng Fatt Stainless Steel Sdn Bhd
(6) Deemed interested by virtue of their interest in Weng Fatt Stainless Steel Sdn Bhd pursuant to Section 8(4)(c) of the Act
(7) Deemed interested by virtue of his interest in Weng Fatt Stainless Steel Sdn Bhd pursuant to Section 8(4)(c) of the Act and shares held by his daughter, Koon Sim Ee

26

26
8.4 Earnings and EPS

The Proposed Share Split is not expected to have any effect on the earnings of PMBT Group.
However, there will be a corresponding dilution in PMBT’s consolidated EPS as a result of the
enlarged total number of issued shares of PMBT arising from the issuance of new Subdivided
Shares pursuant to the Proposed Share Split.

The earnings and EPS of the Group will be reduced by the ICULS semi-annually coupon
payment of approximately RM6.17 million per annum and approximately RM6.37 million per
annum based on the Minimum Scenario and Maximum Scenario, respectively, during the
tenure of the ICULS.

However barring unforeseen circumstances, the Proposed Rights Issue of ICULS with Warrants
is expected to contribute positively to the future earnings of the PMBT Group when the benefits
of utilisation of proceeds are realised. There will be a corresponding dilution in PMBT’s
consolidated EPS as and when new Subdivided Shares are issued pursuant to the conversion
of ICULS and the exercise of Warrants.

The Proposed Diversification is expected to contribute positively to the earnings of the Group
for the financial year ending 31 December 2019 after the commencement of operations of the
PMB Silicon Facility.

8.5 Convertible Securities

PMBT does not have any convertible securities as at the LPD.

9. HISTORICAL SHARE PRICES

The monthly highest and lowest market prices of PMBT Shares as traded on Bursa Securities
for the past 12 months from March 2017 to February 2018 are set out below:-

High Low
Month RM RM

2017
March 1.74 1.60
April 1.85 1.63
May 1.88 1.77
June 2.58 1.77
July 2.43 2.13
August 2.40 2.14
September 2.96 2.23
October 3.44 2.85
November 5.48 3.41
December 4.52 3.80

2018
January 4.25 3.88
February 4.46 3.88

Last transacted market price on 9 November 2017 RM4.73

(being the date prior to the announcement of the Proposals)

Last transacted market price on the LPD RM4.10

27
27
10. APPROVALS REQUIRED AND CONDITIONALITY OF THE PROPOSALS

10.1 Approvals

The Proposals are subject to the following approvals being obtained:-

(a) the SC for the approval of the issuance of ICULS under the Guidelines on Corporate
Bonds and Sukuk, which was obtained on 21 February 2018 subject to the following
conditions:-

Conditions Status of compliance

(i) PMBT and AmInvestment Bank making clear In compliance and to be
disclosure in the relevant circular to complied with abridged
shareholders and abridged prospectus on the:- prospectus

(1) Internal-conditionality of the following As stated in Section 10.2

Proposals:- below
 Proposed Share Split;

 Proposed Rights Issue of ICULS

with Warrants; and

 Proposed Diversification

(2) The Proposed Rights Issue of ICULS As stated in Section 4 of

with Warrants will be aborted in the event this Circular
that shareholders’ approval is not
obtained for the Proposed Diversification
and if so, how the PMBT Group will deal
with its interest in the PMB Silicon Facility

(ii) PMBT and AmInvestment Bank complying with In compliance and to be

the standard conditions and continuing complied
obligations as stipulated in the Guidelines on
Corporate Bonds and Sukuk

(b) Bursa Securities, which was obtained vide its letter dated 26 March 2018, approved for
the following:-

(i) implementation of the Proposed Share Split;

(ii) admission to the Official List and the listing of and quotation for up to
160,000,000 ICULS and up to 80,000,000 Warrants to be issued pursuant to
the Proposed Rights Issue of ICULS with Warrants on the Main Market of
Bursa Securities;

(iii) listing of and quotation for up to 160,000,000 new Subdivided Shares on the
Main Market of Bursa Securities pursuant to the conversion of ICULS; and

(iv) listing of and quotation for up to 80,000,000 new Subdivided Shares on the
Main Market of Bursa Securities pursuant to the exercise of Warrants.

28
28
 subject to, amongst others, the following conditions:-

Conditions Status of compliance

(i) PMBT and AmInvestment Bank, being the Noted
principal adviser, must fully comply with the
relevant provisions under the Listing
Requirements at all times pertaining to the
implementation of the Proposed Share Split
and Proposed Rights Issue of ICULS with
Warrants;

(ii) PMBT and AmInvestment Bank to inform Bursa To be complied with upon
Securities upon the completion of the Proposed completion of the Proposed
Share Split and Proposed Rights Issue of Share Split and Proposed
ICULS with Warrants; Rights Issue of ICULS with
Warrants

(iii) PMBT to furnish Bursa Securities with a written To be complied with upon
confirmation of its compliance with the terms completion of the Proposed
and conditions of Bursa Securities' approval Share Split and Proposed
once the Proposed Share Split and Proposed Rights Issue of ICULS with
Rights Issue of ICULS with Warrants are Warrants
completed;

(iv) PMBT and AmInvestment Bank are required to To be complied with

make the relevant announcements pursuant to Paragraph 13.10(2) of the
Paragraph 13.10(2) of the Listing Listing Requirements
Requirements pertaining to the Proposed pertaining to the Proposed
Share Split; Share Split

(v) Shareholders' approval be obtained for the To be complied with after

Proposed Share Split. In this respect, PMBT is receipt of the approval of the
required to furnish Bursa Securities with a shareholders of PMBT at the
certified true copy of the resolution passed by forthcoming EGM
the shareholders approving the Proposed
Share Split prior to the listing of and quotation
for the Subdivided Shares; and

(vi) Payment of additional listing fees pertaining to To be complied with upon

the conversion of ICULS and exercise of listing of the ICULS and
Warrants, if relevant. In this respect, PMBT to Warrants on the Main Market
furnish Bursa Securities on a quarterly basis a of Bursa Securities
summary of the total number of shares listed
pursuant to the conversion of ICULS and
exercise of Warrants at the end of each quarter
together with a details computation of listing
fees payable.

(c) the shareholders of PMBT at the forthcoming EGM; and

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

10.2 Conditionality

The Proposed Share Split is not conditional upon the Proposed Rights Issue of ICULS with
Warrants and the Proposed Diversification. The Proposed Rights Issue of ICULS with Warrants
is conditional upon the Proposed Share Split. The Proposed Rights Issue of ICULS with
Warrants and Proposed Diversification are inter-conditional.

29
29
11. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS
CONNECTED WITH THEM

None of the Directors and/or major shareholders of PMBT and/ or persons connected to them,
as defined in the Listing Requirements has any interest, whether direct or indirect, in the
Proposals beyond their respective entitlements as shareholders of the PMBT for which all the
existing shareholders of the PMBT are also entitled to as at the respective entitlement dates for
the Proposed Share Split and for the Proposed Rights Issue of ICULS with Warrants.

12. CORPORATE EXERCISES ANNOUNCED BUT NOT COMPLETED

Save for the Proposals, there are no other corporate exercises which have been announced by
PMBT but have yet to be completed before the printing of this Circular.

13. DIRECTORS’ RECOMMENDATION

The Board, having considered all aspects of the Proposals including the rationale and
justification for and the effects of the Proposals as well as the use of proceeds from the
Proposed Rights Issue of ICULS with Warrants, is of the opinion that the Proposals are in the
best interests of the Company.

Accordingly, the Board recommends that you vote in favour of the resolutions pertaining to the
Proposals to be tabled at the Company’s forthcoming EGM.

14. ESTIMATED TIME FRAME FOR COMPLETION

Barring any unforeseen circumstances and subject to all required approvals being obtained,
the Board expects the Proposals to be completed within the second (2nd) quarter of 2018.

The tentative timetable in relation to the completion of the Proposals is as follows:-

Events Month
 EGM Mid April 2018

 Announcement of the entitlement date for the Proposed Share End April 2018
Split

 Entitlement date for the Proposed Share Split Early May 2018

 Completion of the Proposed Share Split Early May 2018

 Price-Fixing Date/announcement of the entitlement date for the Mid May 2018
Proposed Rights Issue of ICULS with Warrants

 Entitlement date for the Proposed Rights Issue of ICULS with End May 2018
Warrants

 Issuance of abridged prospectus in relation to the Proposed End May 2018

Rights Issue of ICULS with Warrants

 Listing of and quotation for the ICULS and Warrants on the Main End June 2018
Market of Bursa Securities

30
30
15. EGM

The EGM of the Company, the notice of which is enclosed in this Circular, will be held at Room
Tunku Abdul Rahman, The Royal Commonwealth Society of Malaysia, No. 4, Jalan Birah,
Damansara Heights, 50490 Kuala Lumpur on Tuesday, 17 April 2018 at 10.30 a.m. or at any
adjournment thereof, for the purpose of considering and if thought fit, passing, with or without
modifications, the resolutions by way of poll to give effect to the Proposals.

If you are unable to attend and vote in person at the EGM of the Company, please complete,
sign and send the enclosed Form of Proxy in accordance with the instructions stated therein as
soon as possible in any event so as to arrive at the Share Registrar’s office of the Company,
Tricor Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical
Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur,
Malaysia not less than forty-eight (48) hours before the time appointed for holding the meeting
or at any adjournment thereof. The lodging of the Form of Proxy will not, however, preclude you
from attending and voting at the EGM of the Company should you subsequently wish to do so.

16. FURTHER INFORMATION

Shareholders of PMBT are advised to refer to the enclosed appendices of this Circular for
further information.

Yours faithfully
For and on behalf of the Board of
PMB TECHNOLOGY BERHAD

KOON POH MING

Non-Independent Chief Executive Officer

31
31
 APPENDIX I
PRINCIPAL TERMS OF THE ICULS

The principal terms of the ICULS to be issued pursuant to the Proposed Rights Issue of ICULS with
Warrants are set out below:-

Issuer : PMBT

Issue price : The issue price and nominal value of the ICULS will be equivalent to the
conversion price to be determined and announced by the Board at a later
date after the receipt of all relevant approvals for the Proposed Rights Issue
of ICULS with Warrants. The basis of determining the issue price, nominal
value and conversion price of the ICULS has been set out in Section 3.5 of
the Circular

The issue price has not been fixed at this juncture to provide flexibility to the
Board in respect of the pricing of the ICULS and determining the number of
ICULS to be issued to be able to meet the Intended Gross Proceeds

Issue size : The issue size of ICULS has not been fixed at this juncture to provide
flexibility to the Board in respect of the pricing of the ICULS and determining
the number of ICULS to be issued to be able to raise the Intended Gross
Proceeds

Form and : The ICULS will be issued in registered form in a denomination which is
denomination equivalent to the nominal value of the ICULS to be determined later, in
accordance with the basis set out in Section 3.5 of the Circular and multiple
thereof, and constituted by a Trust Deed and represented by a jumbo
certificate

Tenure : Five (5) years from and inclusive of the date of issuance of the ICULS

Maturity date : The maturity date of the ICULS shall fall on the Market Day immediately
preceding the fifth (5th) anniversary of the date of the issuance of the ICULS
(if such date is a non-Market Day, then on the preceding Market Day)

Coupon rate : Fixed rate of 3.00% per annum calculated on the nominal value of the ICULS
payable semi-annually in arrears from the date of issuance of the ICULS
except that the last coupon payment shall be made on the Maturity Date

Conversion rights : Each registered holder of the ICULS shall have the right at any time during
the conversion period to convert the ICULS held into fully paid new
Subdivided Shares at the conversion price.

Unless previously converted during the conversion period, all outstanding

ICULS will be mandatorily converted by the Company into new Subdivided
Shares at the conversion price on the Maturity Date.

In the event of an adjustment to the conversion price pursuant to an alteration

in the share capital of PMBT on or before the Maturity Date, any fractional
new Subdivided Shares arising from the conversion of the ICULS shall be
disregarded and be dealt with by the Board as it may deem fit and expedient
in the best interest of the Company

Conversion period : The ICULS may be converted into new Subdivided Shares on any Market
Day within a period from the date of issuance of the ICULS up to and
including the Maturity Date and if there is any outstanding ICULS on the
Maturity Date, the same shall be automatically converted into new
Subdivided Shares at the conversion price

32
32
 APPENDIX I
PRINCIPAL TERMS OF THE ICULS (Cont’d)

Conversion price : The conversion price will be determined and announced by the Board after
the receipt of all relevant approvals for the Proposed Rights Issue of ICULS
with Warrants. The basis of determining the conversion price of the ICULS
has been set out in Section 3.5 of the Circular

Conversion mode : By surrendering for the cancellation of the ICULS with an aggregate nominal
value equivalent to the conversion price

In view that the issue price, nominal value and conversion price are intended
to be the same, every one (1) ICULS will be converted into one (1) new PMBT
Share

In the event of an adjustment to the conversion price pursuant to an alteration

in the share capital of PMBT on or before the Maturity Date, any fractional new
Subdivided Shares arising from the conversion of the ICULS shall be
disregarded

Status and Ranking : The ICULS shall constitute direct, unsecured and unconditional obligations
of the ICULS of PMBT ranking pari passu among themselves and with all other
subordinated and unsecured obligations of PMBT, subject only to those
preferred by mandatory provisions of law

Redemption : There will not be any redemption of the ICULS. Unless previously converted
during the conversion period, all outstanding ICULS will be mandatorily
converted by the Company into new Subdivided Shares at the conversion
price on the Maturity Date.

Status of new : The new Subdivided Shares to be issued pursuant to the conversion of
Subdivided Shares ICULS shall, upon allotment and issuance, rank pari passu in all respects
arising from the with the then existing Subdivided Shares, save and except that they will not
conversion of the be entitled to any dividends, rights, allotments and/or any other distributions
ICULS that may be declared, made or paid to the shareholders of the Company
where the entitlement date is prior to the date allotment and issuance of the
said new Subdivided Shares

Adjustment in the : The Company shall make the necessary adjustments to the conversion
Conversion Price price in the event of any alteration in the share capital of PMBT on or before
and/or nominal the Maturity Date, whether by way of rights issue, bonus issue, consolidation
value of ICULS in of shares, subdivision of shares or reduction of capital howsoever being
the event of effected, in accordance with the provisions of the Trust Deed
alteration to the
share capital

ICULS holders’ : The ICULS holders are not entitled to participate in any distributions and/or
rights to participate offer of securities in the Company until and unless such ICULS holders
in any distribution convert their ICULS into new Subdivided Shares during the conversion
and/or offer of period by exercising their conversion rights
further securities in
the Company

Amendment to the : Save as otherwise provided in the Trust Deed (including provisions for
ICULS holders’ ordinary resolutions), a special resolution of the holders of the ICULS (by a
rights majority consisting of not less than three-fourths (3/4) of the votes given on
poll) is required to sanction any modification, variation, abrogation or
compromise of or arrangement in respect of the rights of the holders of the
ICULS against the Company

33
33
 APPENDIX I
PRINCIPAL TERMS OF THE ICULS (Cont’d)

Rights in the event : In the event of a declaration of event of default by the Trustee in accordance
of winding-up, with the Trust Deed or winding-up or liquidation of the Company, the amount
liquidation or an which is immediately due and payable by the Company to the holders of the
event of default ICULS or which the holders of the ICULS may prove for in the liquidation of
the Company shall be the nominal value of the outstanding ICULS together
with all accrued interest

Listing status : The approval from Bursa Securities has been obtained on 26 March 2018
for the admission of the ICULS, as well as for the listing of and quotation for
the ICULS and the new Subdivided Shares to be allotted and issued
pursuant to the conversion of ICULS on the Main Market of Bursa Securities

Board Lot : The ICULS shall upon listing be tradeable in board lots of 100 units of
ICULS, or on such basis as may be required or allowed by the relevant
authorities

Trust Deed : The ICULS shall be constituted by a Trust Deed to be executed by PMBT
and an authorised trustee acting for the benefit of the holders of ICULS

Rating : The ICULS will not be rated

Governing law : Laws and regulations of Malaysia

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

34
34
 APPENDIX II
PRINCIPAL TERMS OF THE WARRANTS

The principal terms of the Warrants to be issued pursuant to the Proposed Rights Issue of ICULS with
Warrants are set out below:-

Issuer : PMBT

Issue Size : The issue size of Warrants has not been fixed at this juncture to provide
flexibility to the Board in respect of the entitlement basis of the ICULS and
determining the number of ICULS to be issued to raise the Intended Gross
Proceeds

Tenure : Five (5) years commencing from and including the date of issuance of the
Warrants

Form and : The Warrants which are issued with the ICULS are immediately detached
Constitution upon issuance and will be traded separately. The Warrants will be issued in
registered form and constituted by a Deed Poll. No physical Warrant
certificate shall be issued to Entitled Shareholders and/or their renouncee(s)
under the Proposed Rights Issue of ICULS with Warrants. Instead, the
Warrants will be credited directly as prescribed securities into the Entitled
Shareholders’ and/or their renouncee(s)’ respective securities accounts

Exercise Rights : Each Warrant entitles the Warrant holder, at any time during the exercise
period to subscribe for one (1) new PMBT Share at the exercise price,
subject to adjustments in accordance with the provisions of the Deed Poll

Exercise Period : The period commencing on, and inclusive of, the first date on which any of
the Warrants is issued (“Issue Date”) and ending at 5.00pm on the Market
Day falling immediately before the fifth (5th) anniversary of the date of the
issuance of the Warrants (if such date is not a Market Day, then on the
preceding non-Market Day)

Exercise Price : The exercise price of the Warrants will be determined and fixed by the Board
at a later date, subject to further adjustments (where applicable) in
accordance with the provisions of the Deed Poll

Expiry Date : The Market Day falling immediately before the fifth (5th) anniversary of the
Issue Date of issue of the Warrants, if such day falls on a day which is not
a Market Day, then it shall be the market day immediately preceding the
said non-Market Day

Mode of Exercise : A Warrant holder must complete and sign the exercise notice (which shall
be irrevocable) and deliver the duly completed and executed exercise notice
to the Company’s Share Registrar together with a remittance by way of
banker’s draft or cashier’s order or money order or postal order drawn on a
bank or post office operating in Malaysia

Board Lot : For the purpose of trading on Bursa Securities, a board lot of Warrants shall
be 100 Warrants carrying the right to subscribe for 100 new Subdivided
Shares, or such number as may be varied from time to time by Bursa
Securities and/or any other relevant authorities to constitute a board lot

Listing status : The approval from Bursa Securities has been obtained on 26 March 2018
for the admission of the Warrants, as well as for the listing of and quotation
for the Warrants and the new Subdivided Shares to be allotted and issued
pursuant to the exercise of the Warrants on the Main Market of Bursa
Securities

35
35
 APPENDIX II
PRINCIPAL TERMS OF THE WARRANTS (Cont’d)

Participating rights of : The holders of the Warrants are not entitled to vote in any general meeting
the holders of and/or to participate in any distributions, other than on winding-up,
Warrants in any compromise or arrangement of the Company and/or any offer of further
distribution and/or securities in the Company unless and until the holder of the Warrants
offer of further becomes a shareholder of the Company by exercising his/her Warrants into
securities new Subdivided Shares or unless otherwise resolved by the Company in a
general meeting.

Ranking of new : The new Subdivided Shares to be issued pursuant to the exercise of the
Subdivided Shares Warrants shall, upon allotment and issuance, rank pari passu in all respects
arising from the with the then existing Subdivided Shares, save and except that they will not
exercise of the be entitled to any dividends, rights, allotments, and/or any other distributions
Warrants that may be declared, made or paid to the shareholders of the Company
where the entitlement date is prior to the date of allotment and the issuance
of the said new Subdivided Shares

Rights in the event of : If a resolution is passed for a members’ voluntary winding-up of the Company
winding-up, or there is a compromise or arrangement, whether or not for the purpose of
liquidation, or in connection with a scheme for the reconstruction of the Company or the
compromise and/or amalgamation of the Company with one or more companies, then:-
arrangement
(i) for the purposes of such winding-up, compromise or arrangement
(other than a consolidation, amalgamation or merger in which the
Company is the continuing corporation) to which the Warrant holders
(or some persons designated by them for such purposes by a special
resolution will be a party) the terms of such winding-up, compromise
and arrangement shall be binding on all the Warrant holders; or

(ii) every Warrant holder shall be entitled (upon and subject to conditions
of the Deed Poll) at any time within six (6) weeks after the passing
of such resolution for a members’ voluntary winding-up of the
Company or six (6) weeks after the granting of the court order
approving the winding-up, compromise or arrangement, by the
irrevocable surrender of his Warrants to the Company, elect to be
treated as if he had immediately prior to the commencement of such
winding-up, compromise or arrangement exercised the Exercise
Rights represented by such Warrants to the extent specified in the
exercise notice(s) and be entitled to receive out of the assets of the
Company which would be available in liquidation as if he had on such
date been the holder of the Shares to which he would have become
entitled pursuant to such exercise and the liquidator of the Company
shall give effect to such election accordingly. The Company shall
give notice to the Warrant holders in accordance with the Deed Poll
of the passing of any such resolution within seven (7) market days
after the passing of such resolution. Upon the expiry of the above six
(6) weeks, all exercise rights of the Warrants shall lapse and cease
to be valid for any purpose

36
36
 APPENDIX II
PRINCIPAL TERMS OF THE WARRANTS (Cont’d)

Modifications to the : The Company may, from time to time, without the consent or sanction of the
terms of the Warrant holders but in accordance with the Deed Poll, modify the Deed Poll,
Warrants if such modification made does not materially prejudice the interests of the
Warrant holders or is made to correct a manifest error or to comply with
prevailing laws of Malaysia, the rules of Bursa Depository issued pursuant to
the Securities Industry (Central Depositories) Act, 1991 and/or the Listing
Requirements

Subject to the above and the approval of any relevant authority, any
modification, alteration or abrogation of the covenants or provisions
contained in the Deed Poll proposed or agreed to by the Company must be
sanctioned by special resolution of the holders of the Warrants

Adjustments in the : The exercise price and/or number of unexercised Warrants in issue shall
exercise price and/ from time to time be adjusted by the Board, in consultation with an approved
or number of adviser appointed by the Company and certified by the auditors of the
Warrants Company in accordance with the provisions of the Deed Poll

Deed Poll : The Warrants will be constituted by a Deed Poll to be executed by the
Company

Governing law : The Deed Poll is governed by and construed in accordance with the laws of
Malaysia

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

37
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31

DECEMBER 2016 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON

1
38
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31

DECEMBER 2016 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON
(Cont’d)

2
39
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31

DECEMBER 2016 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON
(Cont’d)

3
40
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31

DECEMBER 2016 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON
(Cont’d)

4
41
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31

DECEMBER 2016 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON
(Cont’d)

5
42
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31

DECEMBER 2016 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON
(Cont’d)

6
43
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31

DECEMBER 2016 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON
(Cont’d)

7
44
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31

DECEMBER 2016 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON
(Cont’d)

8
45
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31

DECEMBER 2016 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON
(Cont’d)

9
46
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31

DECEMBER 2016 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON
(Cont’d)

10
47
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31

DECEMBER 2016 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON
(Cont’d)

11
48
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31

DECEMBER 2016 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON
(Cont’d)

12
49
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31

DECEMBER 2016 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON
(Cont’d)

13
50
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31 DECEMBER 2016 TOGETHER WITH THE
REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)

14
51
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31 DECEMBER 2016 TOGETHER WITH THE
REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)

15
52
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31 DECEMBER 2016 TOGETHER WITH THE
REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)

16
53
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31 DECEMBER 2016 TOGETHER WITH THE
REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)

17
54
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31 DECEMBER 2016 TOGETHER WITH THE
REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)

18
55
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31 DECEMBER 2016 TOGETHER WITH THE
REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)

19
56
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31

DECEMBER 2016 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON
(Cont’d)

20
57
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31

DECEMBER 2016 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON
(Cont’d)

21
58
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31 DECEMBER 2016 TOGETHER WITH THE
REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)

22
59
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31 DECEMBER 2016 TOGETHER WITH THE
REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)

23
60
38
 APPENDIX III

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF PMBT AS AT 31

DECEMBER 2016 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON
(Cont’d)

24
61
38
 APPENDIX IV

FURTHER INFORMATION

1. DIRECTORS’ RESPONSIBILITY STATEMENT

The Circular has been seen and approved by the Directors of PMBT and they collectively and
individually, accept full responsibility for the accuracy of the information given and confirm that
after making all reasonable enquiries to the best of their knowledge and belief there are no
other facts the omission of which would make any statement in the Circular misleading.

2. CONSENT

2.1 Principal Adviser

AmInvestment Bank has given and has not subsequently withdrawn its written consent
to the inclusion of its name and all references thereto in the form and context in which
it appears in this Circular.

2.2 Reporting Accountant

KPMG PLT, being the Reporting Accountant for the Proposals has given and has not
subsequently withdrawn its written consent to the inclusion in this Circular of the letter
on the pro forma consolidated statement of financial position of PMBT as at 31
December 2016 together with Reporting Accountant’s letter thereon in relation to the
Proposals and all references thereto in the form and context in which they appear in
the Circular.

2.3 Trustee

MTrustee Berhad, being the Trustee for the Proposed Rights Issue of ICULS with
Warrants, has given and has not subsequently withdrawn its written consent to the
inclusion in this Circular of its name and all references thereto in the form and context
in which they appear in this Circular.

3. CONFLICT OF INTEREST

3.1 Principal Adviser

AmInvestment Bank, its subsidiary and associated companies, as well as its holding
company, AMMB Holdings Berhad and the subsidiaries and associated companies of
AMMB Holdings Berhad (“AmBank Group”) form a diversified financial group and are
engaged in a wide range of investment and commercial banking, brokerage securities
trading, asset and funds management and credit transaction service businesses. The
AmBank Group has engaged and/or may in the future, engage in transactions with and
perform services for the Company and/or our affiliates, in addition to the roles involved
in the Proposals. In addition, in the ordinary course of business, any member of the
AmBank Group may at any time offer or provide its services to or engage in any
transactions (on its own account or otherwise) with any member of the PMBT Group,
shareholders of PMBT, and/or affiliates of PMBT or any other entity or person, holding
long or short term positions, and may trade or otherwise effect transactions for its own
account or the account of its other customers in debt or equity securities or senior loans
of the Company. This is a result of the businesses of the AmBank Group generally
acting independently of each other and accordingly there may be situations where parts
of the AmBank Group and/or its customers now have or in the future, may have interest
or take action that may conflict with the interests of the Company.

AmBank Group has, in the ordinary course of their banking businesses, extended credit
facilities to the PMBT Group.

62
 APPENDIX IV

FURTHER INFORMATION (Cont’d)

6. DOCUMENTS AVAILABLE
AmInvestment Bank FOR INSPECTION
is of the view that the aforementioned extension of credit facilities
does not result in conflict of interest situations in respect of its capacities as the
Copies of the following
Principal Adviserdocuments are available
for the Proposals forsaid
as the inspection at the registered
credit facilities have been office of PMBT
extended by
at Lot 6.05, Level 6,Group
the AmBank KPMGin Tower, 8 First
the ordinary Avenue,
course of itsBandar
banking Utama,
business 47800
and Petaling
the termsJaya,
and
Selangorconditions
Darul Ehsan, Malaysia
of such during
facilities werebusiness
offeredhours
on anfrom Mondays
arm’s length to Fridays
basis. (except public
Furthermore, the
holidays)credit
from facilities
the dateare of this
not Circular
materialup in to and including
comparison with the
the date
auditedof the forthcoming
total EGM:-
assets of AmBank
Group as at 31 March 2017 of approximately RM134.8 billion.
(i) Constitution of PMBT;
Save as disclosed above, AmInvestment Bank is not aware of any possible conflict of
(ii) audited which
interest consolidated
exists orfinancial
is likely tostatements of PMBTasfor
exist in its capacity thethe past two
Principal (2) in
Adviser FYEs 31
respect
December 2015 and 31 December 2016 and latest unaudited financial statement for
of the Proposals
the FYE 31 December 2017;
3.2 Reporting Accountants
(iii) the pro forma consolidated statement of financial position of PMBT as at 31 December
2016
KPMGtogether
PLT haswith Reporting
confirmed thatAccountants’
it is not aware letter thereon
of any in of
conflict relation to the
interests thatProposed
exists or
RightstoIssue
likely existofinICULS with Warrants
its capacity as the as set out inAccountants
Reporting Appendix III in of this Circular;with the
connection
Proposals.
(iv) the letters of undertaking from the Undertaking Shareholders;
3.3 Trustee
(v) the draft Trust Deed;
MTrustee Berhad has confirmed that it is not aware of any conflict of interests that
(vi) the draft
exists or Deed Poll;
likely to and
exist in its capacity as the Trustee for the holders of the ICULS to be
issued under the Proposed Rights Issue of ICULS with Warrants.
(vii) the letters of consent referred to in Section 2 of this Appendix.

4. MATERIAL LITIGATION

As at the LPD, PMBT Group is not engaged in any material litigation, claims or arbitration, either
as plaintiff or defendant, and the Board is not aware of any proceedings pending or threatened
against PMBT Group or any fact likely to give rise to any proceedings which may materially and
adversely affect the financial position or business of the PMBT Group.
[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

5. MATERIAL COMMITMENTS AND CONTINGENT LIABILITIES

5.1 Material commitments

Save as disclosed below, the Board is not aware of any material commitments incurred
or known to be incurred by the PMBT Group which may have a material effect on the
PMBT Group’s financial results or financial position as at the LPD:-

RM’000
Authorised but not provided for:-
Property, plant and equipment expenditure 36,800

5.2 Material contingent liabilities

As at the LPD, the Board, after making all reasonable enquiries, is not aware of any
contingent liabilities incurred or known to be incurred by the PMBT Group, which upon
becomes enforceable, may have a material impact on the financial result or position of
the PMBT Group.

63
65
 APPENDIX IV

FURTHER INFORMATION (Cont’d)

6. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of PMBT
at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, 47800 Petaling Jaya,
Selangor Darul Ehsan, Malaysia during business hours from Mondays to Fridays (except public
holidays) from the date of this Circular up to and including the date of the forthcoming EGM:-

(i) Constitution of PMBT;

(ii) audited consolidated financial statements of PMBT for the past two (2) FYEs 31
December 2015 and 31 December 2016 and latest unaudited financial statement for
the FYE 31 December 2017;

(iii) the pro forma consolidated statement of financial position of PMBT as at 31 December
2016 together with Reporting Accountants’ letter thereon in relation to the Proposed
Rights Issue of ICULS with Warrants as set out in Appendix III of this Circular;

(iv) the letters of undertaking from the Undertaking Shareholders;

(v) the draft Trust Deed;

(vi) the draft Deed Poll; and

(vii) the letters of consent referred to in Section 2 of this Appendix.

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

64
65
 PMB TECHNOLOGY BERHAD
(Company No. 584257-X)
(Incorporated in Malaysia)

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting (“EGM”) of PMB Technology
Berhad (“PMBT” or the “Company”) will be held at Room Tunku Abdul Rahman, The Royal
Commonwealth Society of Malaysia, No. 4, Jalan Birah, Damansara Heights, 50490 Kuala Lumpur,
Malaysia on Tuesday, 17 April 2018 at 10.30 a.m. or at any adjournment thereof, for the purpose of
considering and, if thought fit, passing with or without modifications, the following resolutions by way of
poll:-

ORDINARY RESOLUTION 1

PROPOSED SHARE SPLIT INVOLVING THE SUBDIVISION OF EVERY ONE (1) EXISTING
ORDINARY SHARE IN PMBT INTO TWO (2) ORDINARY SHARES IN PMBT (“SUBDIVIDED
SHARES”) (“PROPOSED SHARE SPLIT”)

“THAT, subject to the approvals of all relevant authorities being obtained, where required, approval be
and is hereby given to the Board of Directors of PMBT (“Board” or the “Directors”) to subdivide each
of the existing ordinary shares in PMBT (“PMBT Shares”), held by the entitled shareholders of PMBT
whose names appear on the Record of Depositors of the Company as at the close of business on an
entitlement date to be determined and announced later by the Board into two (2) Subdivided Shares;

THAT the Subdivided Shares shall rank pari passu in all respects with each other after the subdivision;

AND THAT the Directors be and are hereby authorised to sign and execute all documents, do all things
and acts as may be required to give full effect to the Proposed Share Split with full power to assent to
any condition, variation, modification and/or amendment in any manner as may be required or permitted
by the relevant authorities and to deal with all matters relating thereto and to take all such steps and to
do all acts and things in any manner as they may deem necessary or expedient to implement, finalise
and give full effect to the Proposed Share Split.”

ORDINARY RESOLUTION 2

PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 160,000,000 5-YEAR 3.00%

IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“ICULS”) TOGETHER WITH UP
TO 80,000,000 FREE DETACHABLE WARRANTS (“WARRANTS”) TO RAISE GROSS PROCEEDS
OF APPROXIMATELY RM200 MILLION (“PROPOSED RIGHTS ISSUE OF ICULS WITH
WARRANTS”)

“THAT, subject to the passing of Ordinary Resolution 1 and Ordinary Resolution 3, and approvals of all
relevant authorities and/or parties (if required) being obtained, approval be and is hereby given to the
Board:-

(a) to provisionally allot and issue such number of ICULS together with free detachable Warrants
at such issue price and entitlement basis to be determined and announced later by the Board,
to the entitled shareholders of PMBT whose names appear on the Record of Depositors of the
Company as at the close of business on an entitlement date to be determined and announced
later by the Board (“Entitlement Date”) and/or their renouncee(s), to raise gross proceeds of
approximately RM200 million;
(b) to enter into and execute the document constituting the ICULS between the Company and the
trustee who acts for the benefit of the holders of the ICULS (“Trust Deed”) and to do all acts,
deeds and things as they deem fit or expedient in order to implement, finalise and give effect
to the aforesaid Trust Deed wherein the ICULS are convertible into Subdivided Shares on any
market day from the date of issuance of the ICULS (“ICULS Issue Date”) up to the date falling
five (5) years from the ICULS Issue Date at the conversion price to be determined and
announced later by the Board, which may be subject to adjustments in accordance with the
provisions of the Trust Deed;

(c) to enter into and execute the deed poll constituting the Warrants (“Deed Poll”) and to do all
acts, deeds and things as they deem fit or expedient in order to implement, finalise and give
effect to the aforesaid Deed Poll wherein each of the Warrants will carry the options to subscribe
for one (1) Subdivided Share on any market day from the date of issuance of the Warrants
(“Warrants Issue Date”) up to the date falling five (5) years from the Warrants Issue Date at
the exercise price to be determined and announced later by the Board, which may be subject
to adjustments in accordance with the provisions of the Deed Poll;

(d) to allot and/or issue such number of new Subdivided Shares pursuant to the conversion of the
ICULS and the exercise of the Warrants and the new Subdivided Shares which shall, upon
allotment and issuance, rank pari passu in all respects with the then existing Subdivided
Shares, save and except that they will not be entitled to any dividends, rights, allotments and/or
any other distributions that may be declared, made or paid to the shareholders of the Company
where the Entitlement Date is prior to the date of allotment and issuance of the said new
Subdivided Shares; and

(e) to allot and issue such further ICULS or Warrants and new Subdivided Shares arising from
conversion of ICULS and exercise of further Warrants as a consequence of any adjustment in
accordance with the provisions of the Trust Deed, Deed Poll and/or as may be required by the
relevant authorities;

THAT, any fractional entitlements under the Proposed Rights Issue of ICULS with Warrants will be
disregarded and shall be dealt with in such manner as the Directors shall in their absolute discretion
deem expedient in the best interest of the Company;

THAT, the proceeds of the Proposed Rights Issue of ICULS with Warrants be utilised for the purposes
as set out in the circular to the shareholders of the Company dated 2 April 2018 (“Circular”), and the
Directors be authorised with full powers to vary* the manner and/or purpose of utilisation of such
proceeds in such manner as the Directors may deem fit, necessary and/ or expedient, subject (where
required by law) to the approval of the relevant authorities and/or parties;

Note: *Capital Markets and Services Act 2007 would require approval from holders of ICULS for the
Directors to vary the manner and/or purpose of utilisation of such proceeds.

THAT, the Directors be authorised to fix the number of ICULS to be issued, the issue price of the ICULS
and entitlement basis for the ICULS in order to ensure the intended gross proceeds of approximately
RM200 million are met;

AND THAT the Directors be and are hereby authorised to sign and execute all documents, (including
without limitation, the affixing of the Company’s common seal in accordance with the Constitution of the
Company, where necessary), do all things and acts as may be required to give full effect to the Proposed
Rights Issue of ICULS with Warrants with full power to assent to any condition, variation, modification
and/or amendment in any manner as may be required or permitted by the relevant authorities and to
deal with all matters relating thereto and to take all such steps and to do all acts and things in any
manner as they may deem necessary or expedient to implement, finalise and give full effect to the
Proposed Rights Issue of ICULS with Warrants.”
ORDINARY RESOLUTION 3

PROPOSED DIVERSIFICATION OF THE PRINCIPAL ACTIVITIES OF THE COMPANY AND ITS

SUBSIDIARIES TO INCLUDE MANUFACTURING OF METALLIC SILICON (“PROPOSED
DIVERSIFICATION”)

“THAT subject to the passing of Ordinary Resolution 2 and approvals of all relevant authorities being
obtained, where required, approval be and is hereby given to the Company for the Proposed
Diversification.

AND THAT the Directors be and are hereby authorised to sign and execute all documents, do all things
and acts as may be required to give full effect to the Proposed Diversification with full power to assent
to any condition, variation, modification and/or amendment in any manner as may be required or
permitted by the relevant authorities and to deal with all matters relating thereto and to take all such
steps and to do all acts and things in any manner as they may deem necessary or expedient to
implement, finalise and give full effect to the Proposed Diversification.”

BY ORDER OF THE BOARD

TAN AI NING (MAICSA 7015852)

TE HOCK WEE (MAICSA 7054787)
Company Secretaries

Selangor Darul Ehsan

2 April 2018

Notes:-

1. 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 in his stead. A proxy may but need not be a member of the Company. There shall be no restriction as to the
qualification of the proxy.
2. Where a member appoints two (2) or more proxies, the appointments shall be invalid unless he specifies the proportion
of his shareholdings to be represented by each proxy.
3. Where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial
owners in one securities account (“omnibus account”) as defined under the Securities Industry (Central Depositories)
Act, 1991, there shall be no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect
of each omnibus account it holds.
4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised
in writing or, if the appointor is a corporation, either under its Common Seal or signed by an officer or attorney so
authorised.
5. The instrument appointing a proxy or proxies and the power of attorney or other authority (if any) under which it is
signed or a notarially certified copy of such power or authority, must be deposited at the Share Registrar’s office of the
Company at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi,
59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time appointed for holding the meeting or at any
adjournment thereof, otherwise the instrument of proxy shall not be treated as valid.
6. In respect of deposited securities, only members whose names appear on the Record of Depositors on 9 April 2018
(General Meeting Record of Depositors) shall be eligible to attend the meeting or appoint proxy(ies) to attend and/or
vote on his behalf.
7. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all
resolutions at the General Meeting of the Company shall be put to vote by way of poll.

Personal data privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any
adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data
by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies
and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the
attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the
Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the
“Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s)
to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the
collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for
the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands,
losses and damages as a result of the member’s breach of warranty.
 PROXY FORM CDS account number of holder

PMB TECHNOLOGY BERHAD

(Company No. 584257-X)
(Incorporated in Malaysia)

I/We, _________________________________________ (name of shareholder as per NRIC /Passport,

in capital letters) NRIC No. / Company No. _____________________ (new) __________________ (old)
of_____________________________________________________________________ (full address)
being a member of PMB Technology Berhad hereby
appoint_______________________________________(name of proxy as per NRIC, in capital letters)
NRIC No. ____________________________ (new) _______________________________ (old)
of_____________________________________________________________________ (full address)
or failing him/her________________________________ (name of proxy as per NRIC, in capital letters)
NRIC No.______________________(new)________________(old) of
________________________________________________________________________________
(full address) or failing him/her, the Chairman of the Extraordinary General Meeting (“EGM”) as my/our
proxy to vote for me/us on my/our behalf at the EGM of PMB Technology Berhad to be held at Room
Tunku Abdul Rahman, The Royal Commonwealth Society of Malaysia, No. 4, Jalan Birah, Damansara
Heights, 50490 Kuala Lumpur, Malaysia on Tuesday 17 April 2018 at 10.30 a.m. or at any adjournment
thereof.
My/our proxy is to vote as indicated below.
No. Resolution For Against
1 Proposed Share Split Ordinary Resolution 1
2 Proposed Rights Issue of ICULS with Ordinary Resolution 2
Warrants
3 Proposed Diversification Ordinary Resolution 3
(Please indicate with an X in the spaces provided on how you wish your vote to be cast, if you do not do so, the
proxy will vote or abstain from voting at his/her discretion.)

For appointment of two proxies, percentage of

_____________________________________ shareholdings to be represented by the proxies:-
Signature/Common Seal No. of shares Percentage
Number of shares held: _________________

Date: ________________________________ Proxy 1 %

Proxy 2 %
Total
100%
Notes:-

(1) 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 in
his stead. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy.
(2) Where a member appoints two (2) or more proxies, the appointments shall be invalid unless he specifies the proportion of his
shareholdings to be represented by each proxy.
(3) Where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in
one securities account (“omnibus account”) as defined under the Securities Industry (Central Depositories) Act, 1991, there shall be
no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds.
(4) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or,
if the appointor is a corporation, either under its Common Seal or signed by an officer or attorney so authorised.
(5) The instrument appointing a proxy or proxies and the power of attorney or other authority (if any) under which it is signed or a
notarially certified copy of such power or authority must be deposited at the Share Registrar’s office of the Company at Unit 32-01,
Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8 Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, not
less than 48 hours before the time appointed for holding the meeting or at any adjournment thereof, otherwise the instrument of
proxy shall not be treated as valid.
(6) In respect of deposited securities, only members whose names appear on the Record of Depositors on 9 April 2018 (General Meeting
of Depositors) shall be eligible to attend the meeting or appoint proxy(ies) to attend and/or vote on his behalf.
✄

(7) Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions at the
General Meeting of the Company shall be put to vote by way of poll.
 Fold this flap for sealing

Fold This Flap For Sealing

Then fold here

Then Fold Here

AFFIX
STAMP

The Share Registrar

PMB TECHNOLOGY BERHAD (584257-X)
Affix Postage
Unit 32-01, Level 32, Tower A, Here
Vertical Business Suite, Avenue 3, Bangsar South,
No. 8, Jalan Kerinchi,
59200, Kuala Lumpur,
Malaysia

1st Fold Here

1st fold here