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CAPITAL MARKETS AND SERVICES ACT 2007

MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010

__________________ ARRANGEMENT OF CODE __________________

PART I

PRELIMINARY Section 1. 2. 3. 4. 5. 6. Citation and commencement Interpretation Company Persons acting in concert Delivery of documents Rulings

PART II

CONDUCT DURING TAKE-OVER, MERGER AND COMPULSORY ACQUISITION

7.

Conduct of persons who intend or are obliged to make a take-over offer, effect a merger, undertake a compulsory acquisition etc.

8.

Conduct of persons involved in take-over, merger or compulsory acquisition

PART III

MANDATORY OFFER

9.

Mandatory offer

1

PART IV

PARTIAL OFFER

10.

Partial offer

PART V

ANNOUNCEMENT, NOTICE, OFFER DOCUMENT AND STEPS OF TAKING OVER

11. 12. 13. 14. 15. 16.

Announcement Offer document Management of the affairs of an offeree Duty of board of director of offeree to issue comments etc. Independent advice circular Profit forecasts and assets valuation

PART VI

TERMS OF TAKE-OVER

17. 18. 19. 20. 21. 22.

Acceptance conditions Conditions of voluntary take-over offers Fulfilment of conditions Right of withdrawal Offer price and settlement of consideration Nature of consideration

2

PART VII

TIMING OF TAKE-OVER OFFER

23. 24. 25. 26.

Duration of a take-over offer Revision of a take-over offer Closing of a take-over offer Announcement of acceptance

PART VIII

OBLIGATION OF OFFEROR IN RELATION TO TAKE-OVER OFFER AND COMPULSORY ACQUISITION

27. 28. 29. 30. 31. 32. 33. 34. 35.

Identity of potential offeror, persons acting in concert and ultimate offeror Evidence of ability to implement take-over offer Favourable deal Comparable take-over offers for more than one class of share capital Treatment of convertible securities of offeree Compulsory acquisition Disclosure of dealings by offeror etc.

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