MulphaLand - I3investor...MulphaLand MULPHA LAND BERHAD (Company No. 182350-H) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office: PH2, Menara Mudajaya No.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the course o f action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents o f this Circular.

MulphaLandMULPHA LAND BERHAD

(Company No. 182350-H)(Incorporated in Malaysia under the Companies Act, 1965)

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE

PROPOSED ACQUISITION BY MAYFAIR VENTURES SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF MULPHA LAND BERHAD (“MLB”), OF TWO (2) ADJACENT PARCELS OF LEASEHOLD LAND HELD UNDER PN 30649, LOT 212 AND PN 30650, LOT 213 RESPECTIVELY, BOTH WITHIN MUKIM BANDAR DAMANSARA, DAERAH PETALING, NEGERI SELANGOR, FROM TROPICANA GOLF & COUNTRY RESORT BERHAD, A WHOLLY-OWNED SUBSIDIARY OF TROPICANA CORPORATION BERHAD (FORMERLY KNOWN AS DIJAYA CORPORATION BERHAD), FOR A TOTAL CASH CONSIDERATION OF RM116,123,925.42

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Adviser

'-N )

The Notice o f the Extraordinary General Meeting (“EG M ”) o f MLB to be held at Level 11, Menara Mudajaya, No. 12A, Jalan PJU 7/3, Mutiara Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Thursday, 3 October 2013 at 2.30 p.m. together with the Proxy Form are enclosed herewith. The Proxy Form should be lodged at the registered office of MLB at PH2, Menara Mudajaya, No. 12A, Jalan PJU 7/3, Mutiara Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours before the time appointed for the EGM or any adjournment thereof. The lodgement of the Proxy Form will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

IM PO R TA N T DATES

Last date and time for lodging the Proxy Form : Tuesday, 1 October 2013 at 2.30 p.m.Date and time for the EGM : Thursday, 3 October 2013 at 2.30 p.m.

This Circular is dated 18 September 2013

DEFINITIONS

In this Circular, unless otherwise indicated, the following words and abbreviations shall have the following meanings

“Act”

“Agreements”

“Balance Sum”

“Board”

“Bursa Securities”

“Circular”

“EGM”

“EPS”

“FYE”

“KAF”

“Land 1”

“Land 2”

“Lands”

“LPD”

“MCB”

“MJC”

“MLB Group” or the “Group”

“MLB Share(s)” or “Share(s)”

“MLB” or the “Company”

“MIB”

“MVSB” or the “Purchaser”

“NA”

“Proposed Acquisition”

“Proposed Development”

“Purchase Consideration”

: The Companies Act, 1965

: SPA 1 and SPA 2, collectively

: The remaining 90% of the Purchase Consideration

: Board of Directors of MLB

: Bursa Malaysia Securities Berhad

: This circular dated 18 September 2013 to the shareholders of MLB in relation to the Proposed Acquisition

: Extraordinary General Meeting of MLB in relation to the Proposed Acquisition

: Earnings per Share

: Financial year ended/ending 31 December

: KAF Investment Bank Berhad

: A parcel of leasehold land held under PN 30649, Lot 212, Mukim Bandar Damansara, Daerah Petaling, Negeri Selangor

: A parcel of leasehold land held under PN 30650, Lot 213, Mukim Bandar Damansara, Daerah Petaling, Negeri Selangor

: Land 1 and Land 2, collectively

: 30 August 2013, being the latest practicable date prior to the printing of this Circular

: Mudajaya Corporation Berhad

: MJC Development Sdn Bhd

: MLB and its subsidiaries, collectively

: Ordinary shares of RM0.10 each in the Company

: Mulpha Land Berhad

: Mulpha International Bhd

: Mayfair Ventures Sdn Bhd, a wholly-owned subsidiary of MLB

: Net assets attributable to the shareholders of the Company

: Proposed acquisition by MVSB of the Lands from TGCRB for a total cash consideration of RM116,123,925.42, as announced by the Company on 5 June 2013

: The proposed development on the Lands by MVSB

: A total cash consideration of RM 116,123,925.42 for the Proposed Acquisition

DEFINITIONS (CONT’D)

‘Raine & Home” or the “Valuer”

“Reporting Accountants’ Assurance Report”

“Redemption Sum”

“RM” and “sen”

“SPA 1”

“SPA 2”

“TGCRB” or the “Vendor”

“Valuation Certificate”

“Valuation Report”

Raine & Home International Zaki + Partners Sdn Bhd, an independent registered valuer

Reporting accountants’ assurance report dated 13 September 2013 prepared by KPMG on the compilation of proforma financial information included in the Circular

Sum payable to the existing financiers of the Lands, namely AmFinance Berhad (now known as AmBank (M) Berhad), Amlslamic Bank Berhad and Bank Bumiputera Malaysia Berhad (now known as CIMB Bank Berhad), in order to discharge the Lands and obtain the relevant discharge documents

Ringgit Malaysia and sen, respectively

Conditional sale and purchase agreement dated 5 June 2013 wherein TGCRB shall sell and MVSB shall purchase Land 1 for a cash consideration of RM58,088,815.08

Conditional sale and purchase agreement dated 5 June 2013 wherein TGCRB shall sell and MVSB shall purchase Land 2 for a cash consideration of RM58,035,110.34

Tropicana Golf & Country Resort Berhad, a wholly-owned subsidiary of Tropicana Corporation Berhad (formerly known as Dijaya Corporation Berhad)

Valuation certificate dated 6 June 2013 prepared by Raine & Home on the Lands

Valuation report dated 6 June 2013 prepared by Raine & Home on the Lands

Words denoting the singular number only shall include the plural and vice-versa and words denoting the masculine gender shall, where applicable, include the feminine gender, neuter gender and vice versa. Reference to persons shall include a body of persons, corporate or unincorporated (including a trust). Any reference to a time of day shall be a reference to Malaysian time, unless otherwise stated. Any reference to any statute is a reference to that statute as for the time being amended or re-enacted.

[The rest of this page is intentionally left blank]

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CONTENTS

PAGE

LETTER TO THE SHAREHOLDERS OF MLB IN RELATION TO THE PROPOSED ACQUISITION

1.0 INTRODUCTION........................................................................................................................................ 1

2.0 DETAILS OF THE PROPOSED ACQUISITION.......................................................................................2

3.0 RATIONALE FOR THE PROPOSED ACQUISITION..............................................................................8

4.0 INDUSTRY OUTLOOK AND PROSPECTS.............................................................................................8

5.0 RISK FACTORS........................................................................................................................................ 10

6.0 EFFECTS OF THE PROPOSED ACQUISITION.....................................................................................11

7.0 APPROVALS REQUIRED........................................................................................................................ 12

8.0 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS.............................................................12

9.0 DIRECTORS’ STATEMENT AND RECOMMENDATION...................................................................12

10.0 OUTSTANDING CORPORATE EXERCISES AND CONDITIONALITY........................................... 13

11.0 ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSED ACQUISITION.................. 14

12.0 EGM............................................................................................................................................................14

13.0 FURTHER INFORMATION..................................................................................................................... 14

APPENDICES

I VALUATION CERTIFICATE.................................................................................................................. 15

II REPORTING ACCOUNTANTS’ ASSURANCE REPORT.....................................................................20

III FURTHER INFORMATION..................................................................................................................... 28

NOTICE OF EGM................................................................................................................................ ENCLOSED

PROXY FORM..................................................................................................................................... ENCLOSED

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Registered Office:PH2, Menara Mudajaya No. 12A, Jalan PJU 7/3 Mutiara Damansara 47810 Petaling Jaya Selangor Darul Ehsan Malaysia

18 September 2013

BOARD OF DIRECTORS

Lee Eng Leong (Non-Independent Non-Executive Chairman)Ghazie Yeoh Bin Abdullah (Group Managing Director)Yong Wan Seong (Non-Independent Executive Director)Lim Kok Beng (Independent Non-Executive Director)Lt. Col (R) Abdul Jalil Bin Abdullah (Independent Non-Executive Director) Henry Choo Hon Fai (Independent Non-Executive Director)Dato’ Low Keng Siong (Non-Independent Non-Executive Director)

To: The Shareholders of MLB

Dear Sir/Madam,

PROPOSED ACQUISITION

1.0 INTRODUCTION

On 5 June 2013, KAF had, on behalf of the Board, announced that MVSB is proposing to acquire the Lands from TGCRB for a total cash consideration of RM116,123,925.42.

THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE THE SHAREHOLDERS OF MLB WITH THE DETAILS OF THE PROPOSED ACQUISITION AND TO SEEK YOUR APPROVAL ON THE RESOLUTION TO BE TABLED AT THE FORTHCOMING EGM. THE NOTICE OF THE FORTHCOMING EGM TOGETHER WITH THE PROXY FORM ARE ENCLOSED HEREWITH IN THIS CIRCULAR.

SHAREHOLDERS OF MLB ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDICES CONTAINED HEREIN BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED ACQUISITION AT THE FORTHCOMING EGM.

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2.0 DETAILS OF THE PROPOSED ACQUISITION

2.1 Background information on the Proposed Acquisition

MVSB had on 5 June 2013 entered into the following agreements with TGCRB for the Proposed Acquisition:-

(i) the SPA 1, wherein TGCRB shall sell and MVSB shall purchase Land 1 for a cash consideration of RM58,088,815.08; and

(ii) the SPA 2, wherein TGCRB shall sell and MVSB shall purchase Land 2 for a cash consideration of RM58,035,110.34.

The Lands are to be sold to MVSB free from any encumbrances and with vacant possession on an “as is where is” basis but subject to all express and implied conditions of title and restrictions in interest and the existing category of land use affecting the Lands upon the relevant terms as stipulated in the Agreements.

2.2 Information on the Lands

The Lands are situated on Persiaran Tropicana fronting the Tropicana Golf & Country Club. The immediate surrounding area of the Lands consists of a golf course, matured residential dwellings and commercial developments.

Land 1 is an almost rectangular shaped commercial lot having a land area of about 12,980 square metres (139,715.42 square feet). Generally, Land 1 is flat in terrain and lies slightly above Land 2 and slightly below the level of the frontage metalled road, Persiaran Tropicana. It has a frontage of about 79.30 metres (260.18 feet) onto Persiaran Tropicana and a plot depth of about 172.68 metres (566.55 feet). The western and northern side of Land 1 is demarcated with chain link fencing. It is laid with tarmac and used as a car park.

Land 2 is an irregular shaped commercial lot having a land area of about 12,968 square metres (139,586.26 square feet). Generally, Land 2 is flat in terrain and lies slightly below Land 1 and slightly above the level of the frontage metalled road, Persiaran Tropicana. It has a frontage of about 208.09 metres (682.72 feet) onto Persiaran Tropicana and a plot depth of about 172.68 metres (566.55 feet). The western and southern side of Land 2 is demarcated with metal hoarding. It is overgrown with grass and some shrubs.

Further information on the Lands is set out below:-

Title description

Registered owner

Category of land use

Titled land area

Existing use

Proposed use

(i) Land 1

(ii) Land 2

TGCRB

Building

Land 1 - Land 2 -

PN 30649, Lot 212, Mukim Bandar Damansara, Daerah Petaling, Negeri Selangor

PN 30650, Lot 213, Mukim Bandar Damansara, Daerah Petaling, Negeri Selangor

12,980 square metres 12,968 square metres

Total 25,948 square metres

Vacant commercial land

Upon completion of the Proposed Acquisition, MVSB intends to develop the Lands into a mixed commercial development consisting mainly of serviced residences for sale to the public

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Terms of tenure Leasehold for a term of 99 years expiring on 25 October 2090

Audited net book value for the past three (3) financial years

As at 31 December 2010 - As at 31 December 2011 - As at 31 December 2012 -

RM3.46 million* RM3.46 million* RM3.46 million*

Encumbrances

Restriction in interest

Express condition

Note:* B ased on the audited consolidated financial statem ents o f Tropicana

Corporation B erhad (formerly known as D ijaya Corporation Berhad) fo r the p a s t three (3) FYE 2010, FYE 2011 and FYE 2012 respectively.

(i) Land 1 is currently charged to AmFinance Berhad (now known as AmBank (M) Berhad) and Amlslamic Bank Berhad

(ii) Land 2 is currently charged to Bank Bumiputera Malaysia Berhad (now known as CIMB Bank Berhad)

The Lands cannot be transferred and/or charged without the relevant state authority’s consent

Commercial building

Information on the Proposed Development, which is still preliminary at this juncture and may be subject to further refinement, is as set out below:-

Type of development Mixed commercial development consisting mainly of serviced residences for sale to the public. The development is targeted to consist of four (4) tower blocks of approximately 38 storeys each. It is projected to have around 700 units with size ranging between 850 square feet to 1,600 square feet with approximately 800,000 square feet of net floor area. In addition, there will also be retail units of approximately 80,000 square feet.

No. of units for each type : To be determined at a later stage

Total estimated development cost

Expected gross development value

Expected commencement and completion date of development

Current stage or percentage of completion

Status of approvals (including planning consent) for development and date obtained

Only at the initial planning stage. No estimated development cost is available yet.

Approximately RM700.00 million

Estimated to commence construction in the first (1st) quarter of 2015 and to be completed four (4) years later. A period of one (1) year is required by the Group to obtain all the relevant approvals including but not limited to approvals for the layout plan and building plan, housing developer’s license for MVSB and advertising permit to launch the project.

Yet to commence development

No approvals have been obtained at this juncture


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2.3 Information on MVSB

MVSB, a wholly-owned subsidiary of MLB, was incorporated in Malaysia as a private limited company under the Act on 15 May 2013. It is presently dormant. The intended principal activity of MVSB is property development.

The authorised share capital of MVSB is RM400,000.00 comprising 400,000 ordinary shares of RMl.OO each, of which two (2) ordinary shares of RM 1.00 each have been issued and fully paid-up. The Directors of MVSB are Ghazie Yeoh Bin Abdullah, Yong Wan Seong and Lee Eng Leong.

For information purposes, MLB had on 30 August 2013 entered into a subscription and shareholders’ agreement (“JVA”) with MJC and MVSB for the subscription of new ordinary shares of RMl.OO each in MVSB and new redeemable preference shares of RMl.OO each in MVSB by MLB and MJC as well as to govern the relationship between MLB and MJC as shareholders of MVSB (“Proposed Joint Venture”). Pursuant to the JVA, MLB and MJC will subscribe for 51% and 49% of the enlarged issued and paid-up share capital of MVSB respectively.

MJC, a wholly-owned subsidiary of MCB, which in turn is a wholly-owned subsidiary of Mudajaya Group Berhad, is principally involved in property management and development and building construction. The Directors of MJC are Anto A/L SF Joseph, Yong Yee Coi and Ng Chee Kin.

The Proposed Joint Venture was announced by MLB on 30 August 2013. Further information on the Proposed Joint Venture will be set out in a separate circular to the shareholders of MLB in relation to, amongst others, the Proposed Joint Venture.

2.4 Information on TGCRB

TGCRB, a wholly-owned subsidiary of Tropicana Corporation Berhad (formerly known as Dijaya Corporation Berhad), was incorporated in Malaysia under the Act on 27 August 1990. TGCRB is principally involved in real property and resort development.

The authorised share capital of TGCRB is RM10,000,000.00 comprising 10,000,000 ordinary shares of RMl.OO each, all of which have been issued and fully paid-up. The Directors of TGCRB are Tan Sri Dato’ Nik Hashim Bin Nik Ab Rahman, Tan Sri Dato’ Tan Chee Sing, Dato’ Yau Kok Seng, Tan Kar Eng, Kong Woon Jun, Dato’ Dickson Tan Yong Loong, Dillon Tan Yong Chin and Diana Tan Sheik Ni.

2.5 Basis and justifications of arriving at the Purchase Consideration

The Purchase Consideration was arrived at on a “willing-buyer willing-seller” basis after taking into consideration the following:-

(a) the market value of the Lands of RM117.30 million as per a valuation certificate dated 5 June 2013 issued by the Valuer;

(b) comparative studies on similar types of land in the surrounding area and based on feasibility studies conducted for the Proposed Development; and

(c) the prevailing market value of land in the vicinity of Tropicana Golf & Country Resort.

The Board is of the opinion that the Purchase Consideration is justifiable as it represents closely to the market value of the Lands of RM117.30 million as appraised by the Valuer.


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2.6 Salient terms of the Agreements

The salient terms of the Agreements are, amongst others, as follows

2.6.1 Conditions Precedent

The Agreements shall be subject to and conditional upon the following conditions (“Conditions Precedent”) being fulfilled:-

(i) the approval of MLB’s shareholders at the EGM; and

(ii) the approvals from the relevant state authority, namely the Selangor Land Office, for the transfer of the Lands in favour of the Purchaser as well as the charges of the Lands in favour of the Purchaser’s financier,

within three (3) months, with an extension of a further one (1) month, free of interest, from the date of the Agreements (“Unconditional Period”) or such other extended period of time that may be agreed by the parties to the Agreements in writing.

2.6.2 Manner of payment for the Purchase Consideration

The payment terms for the Purchase Consideration are as follows

No. Timing of settlement SPA 1 SPA 2 (RM) (RM)

(a) 2% of the Purchase Consideration was paid by 1,161,776.30 1,160,702.20 the Purchaser to the Vendor prior to the date ofthe Agreements on 16 May 2013*.

(b) 8% of the Purchase Consideration shall be paid 4,647,105.20 4,642,808.82 by the Purchaser to the Vendor’s solicitors asstakeholder upon execution of the Agreements, which was paid on 5 June 2013.

(c) Subject to the fulfillment of all the Conditions 52,279,933.58 52,231,599.32 Precedent, the Balance Sum shall be paid by thePurchaser to the Vendor’s solicitors or the existing financiers of the Lands, as the case may be, as follows:-

(i) the Redemption Sum (which forms part of the Balance Sum as well as the Purchase Consideration) shall be paid within four (4) months from the date of the Agreements; and

(ii) the Balance Sum less the Redemption Sum shall be paid as a lump sum payment within five (5) months from the date of the Agreements.

Note:

The amount was paid by the Purchaser to the Vendor prior to the date o f the Agreements on 16 May 2013 by way o f earnest money.

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2.6.3 Termination for non-fulfillment of the Conditions Precedent

In the event that the Conditions Precedent cannot be satisfied or fulfilled upon the expiry of the Unconditional Period or such other extended period of time that may be agreed upon by the parties to the Agreements in writing for any reason whatsoever other than due to any act or default or omission on the part of the Vendor or the Purchaser, then either party to the Agreements shall be entitled to terminate the Agreements by notice in writing whereupon:-

(a) all monies paid by the Purchaser to the Vendor which form part of the Purchase Consideration shall be refunded to the Purchaser without interest within three (3) business days from the date of receipt by the Vendor’s solicitors of the said notice and subject to the simultaneous exchange referred to in Section 2.6.3(b) below, failing which the Vendor shall pay to the Purchaser interest on the amount outstanding at the rate of six percent (6%) per annum, a rate commonly used for the late payment interest payable by the purchaser(s) in property transactions, calculated on a daily basis from the expiry of the said period to the date of full settlement of the amount outstanding;

(b) simultaneously in exchange for the refund of the monies referred to Section 2.6.3(a) above, the Purchaser shall:-

(i) redeliver and shall procure the Purchaser’s solicitor to redeliver to the Vendor vacant possession of the Lands (if the same has been delivered to the Purchaser) in the same state and condition as at the date of delivery thereof;

(ii) return all the relevant documents in respect of the Lands which may have been released to the Purchaser’s solicitors pursuant to the terms of the Agreements;

(iii) withdraw, remove or cause to be withdrawn or removed all encumbrances, including but not limited to caveats and prohibitory orders, attributable to the Purchaser and/or the Purchaser’s financier and/or any person claiming through or under any of them with the interest of the Vendor as the registered owner of the Lands intact; and

(c) thereafter, the Agreements shall be deemed null and void and of no further effect and neither party to the Agreements shall have any further claims against the other.

2.6.4 Cross-over effect of conditions

Notwithstanding any other terms and conditions in the Agreements to the contrary, the parties to the Agreements agree that the completion of the SPA 1 is subject to and conditional upon the simultaneous completion of the SPA 2 and vice versa.

2.7 Salient features of the Valuation Report

The salient features of the Valuation Report prepared by Raine & Home are as follows:-

(a) the market value of the Lands, as at the material date of valuation of 5 June 2013, is RM117.30 million using the comparison method of valuation;

(b) the basis of valuation adopted for the Lands is the market value, which is the estimated amount for which an asset should exchange on the date of valuation between a willing-buyer and a willing-seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, pmdently and without compulsion;

(c) the Valuer adopted the comparison method of valuation as the only method of valuation due to the nature of the Lands being a vacant commercial land without any approved layout plan; and

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(d) the comparison method seeks to determine the market value of the Lands being valued by comparing and adopting as a yardstick recent transactions and sale evidences involving other similar properties in the vicinity. Adjustments are being made to differences in location, time, tenure, category of land use, plot ratio, accessibility, infrastructure available, improvements made on the site and other value considerations.

2.8 Source of funding

The Company intends to fund the Proposed Acquisition and the development cost of the Lands through internally generated funds, bank borrowings and advances from its related companies, namely members within the MIB’s group of companies (other than the MLB Group). The Purchase Consideration is proposed to be funded in the following manner:-

RM’OOO

17,1245,000

94,000 116,124

The exact mix of internally generated funds, bank borrowings and advances from its related companies to be sourced by the Group to finance the Proposed Development will be determined by the Company at a later stage, after taking into consideration the Group’s gearing level, interest costs and internal cash requirements for its business operations.

For the avoidance of doubt, if the Proposed Joint Venture comes into effect, the Proposed Development will be carried out in accordance with the terms of the Proposed Joint Venture and the source of funding for the Proposed Development will be in accordance with the terms of the JVA as summarised below:-

(a) The primary objective of MVSB will be carrying out of the business of developing the Lands as a mixed residential and commercial development;

(b) MLB and MJC each agree and acknowledge that the estimated total working capital required by MVSB for the purpose of undertaking and carrying out the Proposed Development is RM60.00 million (inclusive of the aggregate deposit paid under the Agreements). The working capital will be injected by MLB and MJC in their respective proportion of shareholdings in MVSB as and when required under the financing schedule of the Proposed Development to be determined by the Board of Directors of MVSB;

(c) As far as possible, financing for MVSB to undertake the Proposed Development shall be obtained from the following sources:-

(i) Financing from banks and financial institutions on the most favourable terms reasonably obtainable as to the financier’s interest rate margin, repayment and security, but without allowing a prospective financier a right to participate in the share capital of MVSB as a condition of making available the financing;

(ii) Loans/advances from MLB and MJC or their related companies in their proportion of shareholdings in MVSB in the form of cash and/or subscription for the redeemable preference shares of RM1.00 each in MVSB;

(iii) Issuance of ordinary shares of RM1.00 each in MVSB in the share capital of MVSB; and

(iv) Any other source of financing to be mutually agreed by MLB and MJC; and

Advances from related companies Internally generated funds Bank borrowings

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(d) MLB and MJC agree that MCB shall be given the right to participate in bidding for construction contract(s) in respect of construction work to be carried out under the Proposed Development subject to such terms and conditions to be agreed upon. MJC and its representatives and nominated directors on the Board of Directors of MVSB shall abstain from deliberation and voting on any decision by MLB, MJC, the Board of Directors of MVSB or any committee of the Board of Directors of MVSB (including any tender committee) in relation to the award of any construction contract(s) in respect of construction work for which MCB or any of its related companies has submitted a bid/tender.

2.9 Assumption of liabilities

Save for the bank borrowings to be procured for the partial payment of the Purchase Consideration in relation to the Proposed Acquisition, there are no liabilities, including contingent liabilities and guarantees, to be assumed by MLB arising from the Proposed Acquisition.

2.10 Additional financial commitment

Save for the development cost for the Proposed Development which can only be determined at a later stage, there is no other additional financial commitment to be incurred by the Purchaser in relation to the Proposed Acquisition.

3.0 RATIONALE FOR THE PROPOSED ACQUISITION

The Proposed Acquisition forms part of the Group’s strategy to increase its land bank in prime locations within the Klang Valley for potential development. The Lands to be acquired by MVSB are located strategically in the heart of Petaling Jaya and surrounded by high-end developments in its vicinity, such as Tropicana Golf & Country Resort and Bandar Utama. Upon completion of the Proposed Acquisition and barring any unforeseen circumstances which may have an adverse impact on the business of the Group, the Board is upbeat that the Proposed Development will contribute positively to the future earnings of the Group.

4.0 INDUSTRY OUTLOOK AND PROSPECTS

4.1 Overview of the Malaysian economy

The Malaysian economy recorded a stronger growth of 4.3% (Q1 2013: 4.1%) during the second quarter of 2013. Growth was driven by strong domestic economic activities amid a weakening external sector. On the supply side, growth in the services sector remained firm at 4.8% (Q1 2013: 5.9%), driven largely by the wholesale and retail trade, business services, and communication subsectors. The construction sector sustained a growth of 9.9% (Q1 2013: 14.2%) on account of strong residential activities. The agriculture sector grew 0.4% (Q1 2013: 6%) largely supported by the expansion in the non-plantation subsector. Meanwhile, the manufacturing sector recorded a higher growth of 3.3% (Q1 2013: 0.3%) following strong expansion in domestic-oriented industries. In the mining sector, growth rebounded 4.1% (Q1 2013: -1.9%) due to higher production of crude oil and natural gas.

On the demand side, growth was supported by strong private investment and consumption activities. Private consumption expanded 7.2% (Q1 2013: 7.5%) underpinned by a stable labour market, bullish stock market and low inflation. This was reflected by increased motorcycle sales (9.7%), imports of consumption goods (6.9%) and sales tax collection (12.2%) (Q1 2013: -8.8%; -0.6%; 4.8%). The MIER Consumer Sentiments Index (CSI) remained firm at 109.7 points above the 100-point threshold (Q1 2013: 122.9 points), indicating positive household sentiment. Meanwhile, public consumption expanded strongly by 11.1% (Q1 2013: 0.1%) attributed to higher spending on emoluments as well as supplies and services during the quarter.


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Gross Fixed Capital Formation (GFCF) expanded 6% (Q1 2013: 13.1%) driven by strong private sector investment activities which recorded a double-digit growth of 12.7% (Q1 2013: 10.8%). Private investment was mainly supported by capital spending in the construction, manufacturing and services sectors. The strong growth of private investment was reflected in major investment indicators, such as production of iron and steel as well as ready-mixed concrete which recorded growth of 19.8% and 19.1% (Q1 2013: 9%; 23.1%), respectively. However, public investment contracted 6.4% (Q1 2013: 17.3%), due to lower development spending. Meanwhile, capital expenditure by the Non-Financial Public Enterprises (NFPEs) grew moderately and was channelled mainly into the oil and gas, transportation and utilities sectors.

The Malaysian economy is expected to continue on a steady growth trajectory in the second half of 2013. This was reflected by the Leading Index, which grew by an average of 2.8% in the first six months of 2013. Domestic demand, particularly private consumption and high investment activities, are expected to drive the economy. On the supply side, growth will be broad-based across all sectors, underpinned by resilient domestic demand amid an improving external sector.

(Source: M alaysian Economy, Second Quarter 2013, M inistry o f Finance M alaysia)

4.2 Overview and outlook of the Malaysian property investment and development market

The Malaysian property market moderated after attaining two (2) consecutive years of growth*. The market activity contracted by 0.7% in volume but increased marginally by 3.6% in value. The market moved by -3.1% (Ql); 7.3% (Q2); -0.6% (Q3) and -11.5% (Q4) against Gross Domestic Product growth of 4.9%, 5.4% (Q2), 5.3% (Q3) and 6.4% (Q4). The year registered 427,520 transactions worth RM142.84 billion against 2011 which recorded 430,403 transactions and RM137.83 billion in volume and worth respectively. Except for residential and development land sub-sectors that indicated modest growth of 1.1% and 6.1% respectively, other sub-sectors moderated. Commercial, agriculture and industrial sub-sectors subdued by -5.9%, -4.8% and -4.7% respectively.

Market activities softened across the board except for residential and development land sub-sectors. Development land sub-sectors grew by 6.1% after achieving 14.8% last year. Similarly, residential subsector recorded a marginal growth of 1.1% after recording a double digit growth of 18.9% last year. Commercial, agriculture and industrial sub-sectors were less encouraging to register -5.9%, -4.8% and -4.7%) changed respectively against growth of 9.7%, 4.6% and 6.5% in last year. By market share, residential sub-sector continued to dominate with 63.8% and trailed by agricultural (18.9%), commercial (9.6%), development land (5.4%) and industrial (2.3%) sub-sectors.

The year saw sustained market activity of purpose built office sub-sector. Equal number of transactions was recorded whilst value increased slightly (2012: RM1.31 billion; 2011: RM1.14 billion). The annual take up however, dropped 60.2% from 561,749 square metres (2011) to 223,797 square metres as more new spaces came on stream. In tandem, the national occupancy rate eased at 82.3% (2011: 83.2%). Nevertheless, all states with exception to Sabah indicated positive take-up difference. Kuala Lumpur led with the highest annual take-up of 109,013 square metres improved from 51,569 square metres in 2011 .

Moving forward, the overall property market performance for 2013 will be subject to the local and global economic environment. Nevertheless, the construction activity is expected to be vigorous particularly by the residential sub-sectors. Similarly for the shop and industrial sub-sector, higher starts and buildings plans approval in 2012 indicate buoyancy in the construction activity. In the retail and office sub-sector, the occupancy performances are expected to remain strong, backed by moderate increase in new supply and coupled with fewer starts and new planned supply. The implementation of Economic Transformation Programme projects is expected to continue to be the supporting factor to the positive impact on the property market at large. The development of Klang Valley Mass Rapid Transit as well as the Light Rail Transit extensions from Kelana Jaya to Putra Heights (Putra Line) and Sri Petaling to Putra Heights (Start Line) is expected to strengthen the market value of surrounding properties. Brighter prospects for hotel and industrial sub-sectors are expected in response to incentives and programmes set forth by the government.

(Source: P roperty M arket R eport 2012, Valuation and Property Services Department, Ministry o f Finance)

9

Note:

* The M alaysian pro p erty market registered growths o f 14.3% and 11.4% in volume f o r 2011 and 2010respectively, and grow ths o f 28.3% and 32.4% in value fo r 2011 and 2010 respectively.

(Source: P roperty M arket Report 2011 and Property M arket R eport 2010, Valuation and Property Services Department, M inistry o f Finance)

4.3 Prospects of the Lands

The Lands are situated in a prime and strategic location in the heart of Petaling Jaya and surrounded by high-end developments in its vicinity, such as Tropicana Golf & Country Resort and Bandar Utama. In view of the prime and strategic location of the Lands, the Board believes that the Proposed Acquisition will contribute positively to the future earnings of MLB Group.

In addition, the Proposed Acquisition will increase the property development land bank of MLB Group. In this regard, the Proposed Acquisition would be in line with the Group’s strategy to focus on identifying and developing properties in strategic locations. The development is targeted to consist of four (4) tower blocks of approximately 38 storeys each. It is projected to have around 700 units with size ranging between 850 square feet to 1,600 square feet with approximately 800,000 square feet of net floor area. In addition, there will also be retail units of approximately 80,000 square feet.

(Source: M anagement o f MLB)

5.0 RISK FACTORS

5.1 Business risk

The Board does not foresee any material risk arising from the Proposed Acquisition except for the inherent risk factors associated with the property development industry which the Group is already involved in. Upon completion of the Proposed Acquisition, MLB will continue to be subject to the inherent risks existing in the property development industry, including the demand for and supply of residential properties, interest rate fluctuations and changes in the legal and environmental framework governing the property development sector, all of which may affect the sales performance of the Proposed Development as well as the operating results and financial condition of the MLB Group.

Nevertheless, these risks will be addressed as part of MLB’s ordinary course of business through, amongst others, effective human resource development strategies, market research and feasibility studies, implementing effective project management and cost-control policies as well as continuously reviewing of the Group’s operations and marketing strategies. Notwithstanding the foregoing, no assurance can be given that any changes to these risk factors will not have a material adverse effect on the Group’s business and earnings in the future.

5.2 Completion risk

The Proposed Acquisition is conditional upon fulfilment of the Conditions Precedent as disclosed in Section 2.6.1 above. There is no assurance that the Proposed Acquisition can be completed within the respective time period permitted under the Agreements. In the event that the Conditions Precedent are not fulfilled within the stipulated time period or any approvals shall contain terms which are not acceptable to the parties to the Agreements, the completion of the Proposed Acquisition may be impacted. In this regard, the Purchaser and the Vendor shall endeavour to ensure that there is no delay in fulfilling all the Conditions Precedent and should there be any delay beyond the agreed time period, the Board shall negotiate with the Vendor to mutually extend the said period prior to its expiry.


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5.3 Acquisition risk

There is no assurance that the anticipated benefits from the Proposed Acquisition can be realised. Notwithstanding this, the Board believes that the acquisition risk is largely mitigated by the Group’s experience in and familiarity with the property development industry as well as appropriate measures to be undertaken by the Group in planning and developing the Lands such as, amongst others, engaging the services of professionals and contractors with proven track records, conducting market study, careful planning and allocation of resources, and incorporating features desired by consumers in the design of products.

5.4 Financing risk

MLB intends to finance the Proposed Acquisition through a combination of internally generated funds, external bank borrowings and advances from its related companies. Any utilisation of internal funds is expected to result in a depletion of MLB’s working capital, which may have an adverse effect on the cash flow position of the Group, whilst taking up additional bank borrowings to finance the Proposed Acquisition would expose the Group to a greater financing risk with regard to the fluctuations in interest rates, which may have an effect on the Group’s profitability as any increase in interest rate may affect the financial performance of the Group. Although MLB would continue to take effective measures such as prudent financial management and conduct to manage its cash flow position and funding requirements, there is no assurance that such measures would be adequate to address the aforesaid financing risk.

6.0 EFFECTS OF THE PROPOSED ACQUISITION

6.1 Share capital and substantial shareholders’ shareholdings

The Proposed Acquisition is not expected to have any effect on the share capital and the substantial shareholders’ shareholdings of the Company as no new Shares will be issued pursuant thereto.

6.2 Earnings and EPS

Barring any unforeseen circumstances, the Proposed Acquisition will not have any immediate material effect on the consolidated earnings and EPS of MLB for the FYE 2013 in view that the Proposed Development is only expected to commence in the first (1st) quarter of 2015. Nevertheless, the Proposed Acquisition is expected to contribute positively to the consolidated earnings of MLB in the future financial years when the Lands are developed, which will accordingly improve the consolidated EPS of MLB.

For the purpose of illustration only, based on the audited consolidated financial statements of MLB for the FYE 2012, the proforma effects of the Proposed Acquisition on the consolidated earnings and EPS of MLB assuming that the Proposed Acquisition had been completed at the beginning of the said financial period are as follows:-

Audited as at 31 December 2012

RM’000

After the Proposed Acquisition

RM’000Consolidated profit after tax attributable to

the shareholders of the Company 2,703 (1) 2,331

No. of Shares (‘000)(2) EPS (sen)

91,3212.96

91,3212.55

Notes:

(1) A fter taking into consideration the estim ated expenses in relation to the P roposed Acquisition o f approxim ately RM 0.372 million.

(2) B ased on the number o f MLB Shares outstanding as a t the LPD.

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6.3 NA and gearing

The effects of the Proposed Acquisition on the consolidated NA per Share and gearing of MLB based on the audited consolidated financial statements of MLB for the FYE 2012 are as follows:-

Audited as at After the Proposed 31 December 2012 Acquisition

RM'000 RM'000

Share capital 9,132 9,132Share premium 16,179 16,179Capital reserve 77,403 77,403Retained earnings ______________ 12,447____________(1) 12,075Shareholders’ equity / NA _____________ 115,161_____________114,789

No. of Shares (‘000) 91,321 91,321NA per Share (RM) 1.26 1.26

Borrowings (RM’000) 36,049 <2) 130,049Gearing (times)(3) 0.31 1.13

Notes:

(1) A fter taking into consideration the estim ated expenses in relation to the P roposed Acquisition o f approxim ately RM 0.372 million.

(2) Includes borrowings o f RM 94.00 million to be taken up by M V SB for the P roposed Acquisition.

(3) As a ratio o f total borrowings to to ta l sh areholders' equity.

7.0 APPROVALS REQUIRED

The Proposed Acquisition is subject to the following approvals being obtained: -

(a) the shareholders of MLB at the EGM to be convened;

(b) the relevant state authority, namely the Selangor Land Office; and

(c) any other relevant authorities (if applicable).

8.0 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

None of the Directors, major shareholders and/or persons connected with the Directors and/or major shareholders of MLB have any interest, direct or indirect, in the Proposed Acquisition.

9.0 DIRECTORS’ STATEMENT AND RECOMMENDATION

The Board, having considered all aspects of the Proposed Acquisition, including but not limited to, the rationale, financial effects, valuation and risks associated with the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of the Company and accordingly, on the basis above, recommends you to vote in favour of the resolution in relation to the Proposed Acquisition to be tabled at the forthcoming EGM.


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10.0 OUTSTANDING CORPORATE EXERCISES AND CONDITIONALITY

Save for the Proposed Acquisition which is the subject matter of this Circular, the Proposed Joint Venture and as disclosed below, there are no other intended corporate exercises/schemes which have been announced but yet to be completed by the Group prior to the printing of this Circular:-

(i) On 29 July 2013, KAF, on behalf of the Board, announced that MLB is proposing to undertake the following proposals:-

(a) proposed disposal by MLB of a parcel of freehold land held under Geran 449268, Lot 137699, Mukim Pulai, Daerah Johor Bahru, Negeri Johor, to Leisure Farm Equestrian Sdn Bhd (“LFESB”), a wholly-owned subsidiary of Leisure Farm Corporation Sdn Bhd, which in turn is wholly-owned by MIB, for a consideration of RM14,915,000 (“Proposed Disposal 1”). The Proposed Disposal 1 is pending the approval of MLB’s shareholders and is expected to be completed by the first (1st) quarter of 2014;

(b) proposed disposal by Indahview Sdn Bhd, a wholly-owned subsidiary of MLB, of a parcel of freehold land held under Geran 333611, Lot 49255, Mukim Pulai, Daerah Johor Bahru, Negeri Johor, to LFESB for a consideration of RM4,750,000 (“Proposed Disposal 2”). The Proposed Disposal 2 is pending the approval of MLB’s shareholders and is expected to be completed by the first (1st) quarter of 2014;

(c) proposed acquisition by MLB of 3,196,588 ordinary shares of RM1.00 each in Mulpha Properties (M) Sdn Bhd (“MPM”), representing 100% of the issued and paid-up share capital of MPM, from Mulpha Group Services Sdn Bhd, a wholly- owned subsidiary of MIB, for a cash consideration of RM47,072,424 or 23% of the gross sale value for the development on a parcel of land owned by MPM, whichever is higher (“Proposed MPM Acquisition”). The Proposed MPM Acquisition is pending the approval of MLB’s shareholders and is expected to be completed by the fourth (4th) quarter of 2013; and

(d) proposed bonus issue of 136,981,500 new MLB Shares (“Bonus Shares”) on the basis of three (3) Bonus Shares for every two (2) existing MLB Shares held on an entitlement date to be determined later.

(ii) On 10 September 2013, the Board announced that MLB had on 9 September 2013 entered into a sale and purchase agreement with Amazing Acres Sdn Bhd for the disposal of two (2) pieces of vacant freehold land measuring in total approximately 5.17 hectares, both located in the Mukim of Kapar, District of Klang, State of Selangor for a cash consideration of RM8,625,204.06 (“Proposed Disposal 3”). The Proposed Disposal 3 is pending full settlement of the consideration by Amazing Acres Sdn Bhd to MLB and is expected to be completed by the first (1st) quarter of 2014.

The Proposed Acquisition is not conditional upon the abovementioned corporate exercises and any other corporate proposals undertaken or to be undertaken by MLB.


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11.0 ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSED ACQUISITION

Subject to the approvals as stated in Section 7.0 above and barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed by the fourth (4th) quarter of 2013. The tentative timetable in relation to the implementation of the Proposed Acquisition is set out below:-

Date Events

3 October 2013 Convening of the EGM to obtain the approval of MLB’s shareholders for the Proposed Acquisition

November 2013 Completion of the Proposed Acquisition

12.0 EGM

The EGM, the notice of which is enclosed in this Circular, will be held at Level 11, Menara Mudajaya, No. 12A, Jalan PJU 7/3, Mutiara Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Thursday, 3 October 2013 at 2.30 p.m. for the purpose of considering and if thought fit, passing the relevant resolution pertaining to the Proposed Acquisition.

If you are unable to attend and vote in person at the EGM, you should complete, sign and return the Proxy Form enclosed with this Circular in accordance with the instructions printed therein as soon as possible so as to arrive at the Registered Office of MLB at PH2, Menara Mudajaya, No. 12A, Jalan PJU 7/3, Mutiara Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia no later than forty- eight (48) hours before the time appointed for holding the EGM or any adjournment thereof. The lodgement of the Proxy Form will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

13.0 FURTHER INFORMATION

Shareholders are advised to refer to the attached Appendices for further information.

Yours faithfully,For and on behalf of the Board MULPHA LAND BERHAD

LEE ENG LEONGNon-Independent Non-Executive Chairman

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APPENDIX I

VALUATION CERTIFICATE

The Board of Directors MULPHA LAND BERHAD

Our Ref. : VPJ 13.581.SC Date : 6 JUNE 2013

Raine & Horne International Zaki + Partners Sdn. Bhd.(Company No. 99440-T)

124B, 2nd Floor, Jalan SS 24/2, Taman Megah, 47301 Petaling Jaya, Selangor Darul Ehsan.Telephone : 03-7880 6542 Fax : 03-7880 6544Email : [email protected]

PH1, Menara Mudajaya No.12A, Jalan PJU 7/3 Mutiara Damansara, 47810 Petaling Jaya Selangor Darul Ehsan

Dear Sirs,

Valuation Certificate For:

VALUATION CERTIFICATE OF PN 30649 & PN 30650, LOT NOS. 212 & 213 RESPECTIVELY ALL IN BANDAR DAMANSARA, DISTRICT OF PETALING, STATE OF SELANGOR DARUL EHSAN IDENTIFIED AS LOT NOS. 212 & 213, PERSIARAN TROPICANA, TROPICANA GOLF AND COUNTRY RESORT 47810 PETALING JAYA, SELANGOR DARUL EHSAN (HEREINAFTER REFERRED TO AS THE “SUBJECT PROPERTIES”).

This Valuation Certificate has been prepared for inclusion in the circular to shareholders of Mulpha Land Berhad in relation to the proposed acquisition by Messrs. Mayfair Ventures Sdn Bhd, a wholly-owned subsidiary of Mulpha Land Berhad.

In accordance with your instructions to value the Subject Properties for the purpose of the proposed acquisition, we have inspected the Subject Properties on 5th June 2013 and the material date of valuation shall be the date of inspection, i.e. 5* June 2013. We had also extracted particulars of the title at the Selangor Land Registry Titles, Shah Alam on 6th June 2013 and gathered other necessary information to arrive at our opinion of value. •

The basis of valuation is the “Market Value” which is defined as the estimated amount for which the properties should exchange on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and without compulsion.

This valuation has been prepared in accordance with the Asset Valuation Guidelines issued by the Securities Commission and the Malaysian Valuation Standards” issued by the Board of Valuers, Appraisers and Estate Agents, Malaysia and with the necessary professional responsibility and due diligence.

IDENTIFICATION OF PROPERTIES

P e r u n d i n g H a r t a T a n a h A n t a r a b a n g s a • I n t e r n a t i o n a l P r o p e r t y C o n s u l t a n t s

Property Address : Lot Nos. 212 & 213, Persiaran Tropicana, Tropicana Golf and Country Resort, 47810 Petaling Jaya, Selangor Darul Ehsan.

: Two (2) contiguous parcels of vacant commercial land.

: The following table outlines the title particulars of the Subject Properties

Type of Properties

Title Particulars

PENANG IPOH KELANG PETALING JAYA SUBANG JAYA MELAKA KUANTAN JOHOR BAHRU KUCHING KOTA KINABALU MIRI

Representative offices throughout Asia, Australia, New Zealand, Europe, Americas & Africa PENILAIVE (1) 0067/14

15

mailto:[email protected]

APPENDIX I

VALUATION CERTIFICATE (CONTD)

Raine â HorneRaine & Horne International Zaki + Partners Sdn. Bhd.1

Summary of Titles Particulars

Title Nos. PN 30649 PN 3065Ö... .......Lot Nos. ....... Lot 212 '. Lot 213 - .....' ..Land Area 12,980 sq. metres 12,968 sq. metresTenure Leasehold interest for a term of 99 years expiring on

25th October 2090.RegisteredOwner

TROPICANA GOLF & COUNTRY RESORT BERHAD

Category of Land Use

Building

ExpressCondition

Bangunan Perniagaan

PROPERTY DESCRIPTION

Description of the Sites : The subject site comprises two (2) contiguous parcels of vacant commercialplot. Details of the lots are as follows:-

Lot 212

The subject site is almost rectangular in shape commercial lot having a land area of about 12,980 sq. metres (139,715.422 sq. feet). Generally, the site is flat in terrain and lies slightly above at the Lot 213 and slightly below the level of the frontage metalled road, Persiaran Tropicana. It has a frontage of about 79.302 metres (260.18 feet) onto the frontage road, Persiaran Tropicana and a plot depth of about 172.684 metres (566.55 feet).

At the date of our inspection on 5th June 2013, we noted that western and northern subject site was demarcated with chain link fencing. It is laid with tarmac and used as car park.

Lot 213

The subject site is an irregular in shape commercial lot having a land area of about 12,968 sq. metres (139,586.255 sq. feet). Generally, the site is flat in terrain and lies slightly below at the Lot 212 and slightly above the level of the frontage metalled road, Persiaran Tropicana. It has a frontage of about 208.092 metres (682.72 sq. feet) onto Persiaran Tropicana and a plot depth of about 172.684 metres (566.55 sq. feet).

At the date of our inspection on 5th June 2013, we noted that western and southern subject site was demarcated with metal hoarding. The site is overgrown with grass and some shrubs.

The sites are two (2) contiguous parcels of vacant commercial land which is ready for development.

Location : The Subject Properties are located along Persiaran Tropicana, TropicanaGolf and Country Resort, Petaling Jaya at the intersection with Persiaran Surian.

Persiaran Tropicana, Tropicana Golf and Country Resort are located approximately 17 kilometres west of the Kuala Lumpur City Centre, about 10 kilometres north west of the Petaling Jaya city centre and about 17.5 kilometres north east of Shah Alam city centre.

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APPENDIX I


Raine â HorneRaine & Horne International Zaki + Partners Sdn. Bhd. 1

Jalan Tropicana Utara and Jalan Tanjung, Bandar Utama is of the main access road that links Tropicana Golf And Country Club, Sunway Damansara, Damansara Indah Resort Homes, Riana Green Condominium, the SRJK (C) Damansara, the Sunway Technology Park and Sungai Buloh and is very easily accessible from the Kuala Lumpur City Centre via SPRINT Highway and North Klang Valley Expressway (NKVE) leading to where the subject properties are located. The subject properties have direct links to the NKVE, SPRINT Highway and the Damansara Puchong Expressway (LDP).

It is well located within minutes drive from numerous existing highways and expressways, making it easily accessible from all corners of the Klang Valley which include the Damansara Puchong Expressway (LDP), North Klang Valley Expressway (NKVE) and SPRINT Highway.

Alternatively, it is also accessible from the Kuala Lumpur City Centre / Petaling Jaya / Shah Alam via the Federal Highway/ Damansara Puchong Expressway (LDP) interchange towards the direction of the SPRINT Highway, thereafter turning left onto the Sprint Highway, turning left onto Jalan Tropicana, turning left onto Jalan Hilir Bandar Utama, U-turn onto Jalan Hilir Bandar Utama and finally turning left onto Persiaran Tropicana.

Planning Details : The Subject Properties are designated for commercial use as stated in thetitle.

MARKET VALUE

Date of Valuation : 5th June 2013

Method of Valuation : In arriving at the Market Value of the Subject Properties, we have adoptedthe following method of valuation.

Comparison Method

This Method of Valuation seeks to determine the value of the properties being valued by comparing and adopting as a yardstick recent sale evidences involving other similar properties in the vicinity. Adjustment are being made to differences in location, time, tenure, category of land use, plot ratio, accessibility, infrastructure available, improvements made on the site and other value considerations.

In arriving at the Market Value of the subject properties, we have adopted the Comparison Method of Valuation.

Due to the nature of the properties being a vacant commercial land without any approved layout plan, we are of the opinion that the method of valuation will be sufficient in this case.

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2

APPENDIX I

VALUATION CERTIFICATE (CONT’D)

Raine â HorneRaine & Horne International Zaki + Partners Sdn. Bhd. 1

Sale Comparables Analysis:

Comparable 1 Comparable 2 Comparable 3 Comparable 4 ComparablesAddress Lot 67332, Jalan

PJU 7/8, Mutiara Damansara

lo t 67347, Jalan PJU 7/5, Mutiara Damansara

PT 3870, Jalan SS 6/2, 6/5, 6/2 & 6/14, SS 6 Kelana Jaya

Lot 26315, Jin Batu 6, Off Jin Damansara Lama Sek. 16 Petaling Jaya

Lot 55, Lorong Utara C, Petaling Jaya Sek. 52

Title No. Geran 111869, Lot 67332, Mukim of Sungai Buloh, District of Petaling, State of Selangor Darul Ehsan

Geran 111874, Lot 67347, Mukim of Sungai Buloh, District of Petaling, State of Selangor Darul Ehsan

HSD Kekal 78242, PT 3870, Mukim of Damansara, District of Petaling, State of Selangor Darul Ehsan

Geran 86410 Lot 26315, Bandar Petaling Jaya Seksyen 39, District of Petaling, State of Selangor Darul Ehsan

PN 12399, Lot 55 Seksyen 52, Bandar Petaling Jaya, District of Petaling, State of Selangor Darul Ehsan

Tenure Freehold Freehold Freehold Freehold L 99 Exp 15/1/2102

Type A parcel of commercial land

A parcel of commercial land




Title Land Area

43,755 sq. ft 34,488 sq. ft. 211,661 sq. ft. 205,575 sq. ft. 75,337 sq. ft.

PurchasePrice

RM26,253,600.00 ^ RM13,450,000.00 RM95,000,000.00 RM70,000,000.00 RM35,408,390.00

Analysed Land Value (psf)

RM600.01 RM390.00 RM448.83 RM340.51 RM470.00

Date of Purchase

8th January 2013 12th September 2012

8lh June 2012 3rd December 2010

16th November 2009

Source Valuation and Property Services Department, Ministry of Finance

Valuation and Property Services Department, Ministry of Finance




Factors Taken Into Consideration

Positiveadjustment for time and plot ratio; negative adjustment for location, tenure and size; and no adjustment for category of land use.

Positive adjustment for time and plot ratio; negative adjustment for location, tenure and size; and no adjustment for category of land use.

Positiveadjustment for time; negative adjustment for tenure; and no adjustment for location, category of land use and plot ratio.

Positiveadjustment for time; negative adjustment for tenure; and no adjustment for location, category of land use and plot ratio.

Positiveadjustment for time; negative adjustment for location, plot ratio and size; and no adjustment for tenure and category of land use.

Adjusted Land Value (Per Sq. Ft.)

RM432.01 RM300.30 RM412.92 RM364.34 RM446.50

According to the Comparison Method of valuation, our analysed improved land values of transacted properties are in the range of RM300.00 per sq. foot to RM450.00 per sq. foot. In reconciling our opinion of Market Value, we have placed a greater emphasis on Comparable 1 which is located near the subject property and is the latest transaction in 2013. After considering all factors of the above, we are of the opinion that the Market Value of the land is RM420.00 per sq. foot.

18

3

APPENDIX I


Raine â HorneRaine & Horne International Zaki + Partners Sdn. Bhd.

Market Value

Yours faithfully,

: Having regard to the foregoing, we are of the opinion that the Market Value of the Subject Properties, each held under a leasehold title with an unexpired leasehold interest of about 77 years with vacant possession and free from all encumbrances is RM117,300,000.00 (Ringgit Malaysia: One Hundred Seventeen Million and Three Hundred Thousand Only).

The breakdown of values are as follows:

Particulars •Lot 212 RM 58,700,000.00Lot 213 RM 58,600,000.00TOTAL RM117,300,000.00

For & on behalf ofRAINE & HORNE INTERNATIONAL ZAKI + PARTNERS SDN BHD

Reg. No. V423 B. AppSc PRM CDipAF

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4

APPENDIX II

REPORTING ACCOUNTANTS’ ASSURANCE REPORT

KPMG (Firm No. AF 0758)Chartered Accountants Level 10, KPMG Tower 8, First Avenue, Bandar Utama 47800 Petaling Jaya Selangor Darul Ehsan, Malaysia

Telephone +60 (3) 7721 3388 Fax +60 (3) 7721 3399Internet www.kpmg.com.my

Reporting accountants’ assurance report on the compilation of pro forma financial information included in the circular to shareholders of Mulpha Land Berhad dated 18 September

The Board of Directors Mulpha Land Berhad PH2, Menara Mudajaya No.l2A, JalanPJU 7/3 Mutiara Damansara 47810 Petaling Jaya Selangor Darul Ehsan Malaysia

Mulpha Land Berhad (“M LB” or “the Company”)Reporting accountants’ report on the compilation o f pro forma financial information included in the circular to shareholders of MLB dated 18 September 2013 for the proposed acquisition by Mayfair Ventures Sdn. Bhd. (“MVSB”), a wholly-owned subsidiary of the Company, of two parcels of leasehold land from Tropicana Golf & Country Resort Berhad, a wholly-owned subsidiary of Tropicana Corporation Berhad (formerly known as Dijaya Corporation Berhad) (“the Proposed Acquisition”)

We have completed our assurance engagement to report the compilation of pro forma financial information of the Company and its subsidiaries (“the Group”) by the Board of Directors. The pro forma financial information comprises the pro forma consolidated statement of financial position as at 31 December 2012, and related notes as attached to this report that have been stamped by us for identification purposes. The applicable criteria on the basis of which the Board of Directors of the Company has compiled the pro forma financial information are described in the notes to the pro forma financial information.

The pro forma financial information has been compiled by the Board of Directors of the Company to illustrate the impact of the Proposed Acquisition on the Group’s financial position as at 31 December 2012 as if the Proposed Acquisition had taken place at that date. As part of this process, information about the Group’s financial position have been extracted by the Board of Directors from the Company’s financial statements for the year ended 31 December 2012, on which an audit report has been published.

Board o f Director’s Responsibilities fo r the Pro Forma Financial Information

The Board of Directors of the Company is responsible for the compilation of the pro forma financial information on the basis as set out in the notes to the pro forma financial information.

2013

KPMG, a p a rtne rsh ip es tab lished under M alays ian law and a m e m b e r f irm of the KPMG ne tw o rk o f independent m e m b e r firm s

a ff i l ia te d w ith KPMG in te rna tiona l C oopera tive f 'K P M G In ternational"), a Swiss entity.

20

http://www.kpmg.com.my

APPENDIX II

REPORTING ACCOUNTANTS’ ASSURANCE REPORT (CONT’D)

Mulpha Land BerhadR e p o r tin g a ccou n tan ts ’ r e p o r t on the c o m p ila tio n o f p r o fo r m a f in a n c ia l inform ation

in c lu d ed in the c ircu la r to sh a re h o ld ers o f M u lp h a L a n d B e rh a d d a te d 18 S ep tem b er 2013

Our responsibilities

Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by the Board of Directors on the basis as set out in the notes to the pro forma financial information.

We conducted our engagement in accordance with International Standard on Assurance Engagements (“ISAE”) 3420, Assurance Engagements to Report on the Compilation o f Pro Forma Financial Information Included in a Prospectus, issued by the Malaysian Institute of Accountants (“MIA”). This standard requires that we comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the Board of Directors of the Company has compiled, in all material respects, the pro forma financial information on the basis as set out in the notes to the pro forma financial information.

For purpose of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

The purpose of pro forma financial information is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for the purpose of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 31 December 2012 would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis on the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Board of Directors of the Company in the compilation of the pro forma information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria; and

• The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

21

APPENDIX II


Mulpha Land BerhadR e p o r tin g a ccou n tan ts ’ r e p o r t on the c o m p ila tio n o f p r o fo r m a f in a n c ia l inform ation

in c lu d ed in th e c ircu la r to sh a reh o ld ers o f M u lp h a L a n d B e rh a d d a te d 18 S ep tem b er 201 3

Our responsibilities (cont.)

The procedures selected depend on our judgment, having regard to our understanding of the nature of the Group, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluation of the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the pro forma financial information has been properly compiled, in all material respects, on the basis stated in the notes to the pro forma financial information.

Other matters

This letter is prepared at your request for the purpose of the Proposed Acquisition. It is not intended to be used for any other purpose. We do not assume responsibility to any other person for the content of this report.

KPMGFirm Number: AF 0758 Chartered Accountants Petaling Jaya

Date: 13 September 2013

22

APPENDIX II


Mulpha Land Berhad

Unaudited Pro Forma Consolidated Statements of Financial Position

As at 31 December 2012

Pro forma I

Audited statement of financial position at 31 December 2012

RM’000

After the Acquisition

of MVSB and the

Proposed Acquisition RM’000

Assets NoteNon-current assetsProperty, plant and equipment

Investment properties

Inventories 2.1

Goodwill

49620,380

69,239

1,891

92,006

496

20,380

189,524

1,891

212,291

Current assetsInventoriesTrade and other receivables

Prepayment

Income tax recoverable

Cash and bank balances

Total assets

Equity attributable to owners

of the parentShare capital Share premium

Capital reserve Retained earnings

Non-controlling interests

2.2

2.3

Total equity

105,10825,155

18

62

6,317

136,660

228,666

105,10825,155

1862

1,315

131,658

343,949

9,132

16,17977,403

12,075

114,7895,892

120,681

l i ^ USmBfiatfian Piitposes only '

VW >23

APPENDIX II

REPORTING ACCOUNTANTS’ ASSURANCE REPORT (CONT’D)_______________________________

Mulpha Land Berhad

Unaudited Pro Forma Consolidated Statements of Financial Position

As at 31 December 2012 (continued)

Pro forma I

Audited statement of After the Acquisitionfinancial position at of MVSB and the31 December 2012 Proposed Acquisition

RM ’000 RM ’000

Non-current liabilities NoteDeferred tax liabilities 7,389

Bank borrowings 2.4 26,868

34,257

7,389

113,868

121,257

Current liabilitiesBank borrowings 2.5 9,181 16,181

Trade and other payables 2.6 58,067 79,722

Other current liabilities 5,803 5,803

Income tax payable 305 305

73,356 102,011

Total liabilities 107,613 223,268

Total equity and liabilities 228,666 343,949

Net assets (RM’000)No. of MLB shares in issue ( ‘000)

Net asset per share (RM)

Gearing ratio (times)

115,16191,321

1.26

0.3

114,78991,321

1.26

1.1

24

APPENDIX II


MULPHA LAND BERHAD

Notes to the pro forma consolidated statements of financial position as at 31 December 2012

1. Basis of preparation

The unaudited pro forma consolidated statements of financial position, for which the Board of Directors of the Company are solely responsible, have been prepared for illustrative purposes, based on the consolidated statement of financial position as at 31 December 2012 of the Company as extracted from the audited financial statements for the year ended 31 December 2012, approved by Directors for issuance on 24 April 2013. The statements of financial statements were prepared in accordance with Malaysian Financial Reporting Standards (“MFRS”) in Malaysia. The pro forma statements of financial position have been prepared in a manner consistent with the accounting policies o f MLB as adopted for the audited financial statements for the year ended 31 December 2012 to provide information on how the consolidated financial position of the Group as at 31 December 2012 might have been affected had the following proposal been completed on the 31 December 2012:

• acquisition by the Company of the entire equity interest in Mayfair Ventures Sdn. Bhd. (“MVSB”) for a purchase consideration of RM2 (“Acquisition of MVSB”); and

• proposed acquisition by MVSB of two adjacent parcels of leasehold land held under PN 30649, Lot 212 and PN 30650, Lot 213 respectively, both within Mukim Bandar Damansara, Daerah Petaling, Negeri Selangor, from Tropicana Golf & Country Resort Berhad, a wholly- owned subsidiary o f Tropicana Corporation Berhad (formerly known as Dijaya Corporation Berhad), for a total cash consideration of RM116,123,925 (“Proposed Acquisition”).

2. Pro forma I

For illustrative purpose, the pro forma consolidated statements of financial position have been prepared assuming the completion of the Acquisition of MVSB and the Proposed Acquisition. Pro forma I incorporates the effect of acquiring MVSB via cash of RM2 and the 2 parcels of leasehold land via bank borrowings of RM94.0 million, advances from Mulpha Ventures Sdn. Bhd., a related company, of RM17.124 million and cash of RM5.0 million.

2.1 Movement in non-current inventories

Balance at 31 December 2012RM’000

69,239

Proposed Acquisition 116,124

Costs incidental to the acquisition of land 4,161

Balance after Pro forma I 189,524

25

APPENDIX II


MULPHA LAND BERHAD

Notes to the pro forma consolidated statements of financial position

as at 31 December 2012 (continued)

2. Pro forma I (continued)

2.2 Movement in cash and bank balances

Balance at 31 December 2012

Acquisition of MVSB

Drawdown of borrowings

Loan received from a related company

Cash used for the Proposed Acquisition

Other expenses

RM’0006,317

(■)

94,000

17,124

(116,124)

(2)


0) Denotes RM2

2.3 Movement in retained earnings


Professional fees and other expenses

RM’00012,447

(372)


2.4 Movement in bank borrowings (non-current)


Drawdown of borrowings

RM’00028,868

87,000


fj Stamped

ft* Wsmiiicaton Pufposes only '

26

APPENDIX II

REPORTING ACCOUNTANTS’ ASSURANCE REPORT (CONT’D)___________________________

MULPHA LAND BERHAD

Notes to the pro forma consolidated statements of financial position

as at 31 December 2012 (continued)

2. Pro forma I (continued)

2.5 Movement in bank borrowings (current)

RM’000Balance at 31 December 2012 9,181

Drawdown of borrowings 7,000


2.6 Movement in trade and other payables

RM’000Balance at 31 December 2012 58,067

Loan from a related company 17,124

Payments made on behalf by a related company:- costs incidental to the acquisition o f land 4,361- professional fees and other incidental expenses 370


3. Others

In arriving at the pro forma consolidated statement of financial position, the following were assumed:

i) professional fees and other incidental expenses totalled RM370,000 were incurred; and

ii) conditions precedent as indicated in the Sale and Purchase Agreements between Tropicana Golf & Country Resort Berhad and MVSB dated 5 June 2013 will be met.

27

APPENDIX III

FURTHER INFORMATION

1. RESPONSIBILITY STATEMENT

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

2. CONSENTS

KAF, as the adviser to MLB in relation to the Proposed Acquisition, has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name and all references thereto, where relevant, in the form and context in which they appear.

Raine & Home, as the Valuer for the Lands, has given and has not withdrawn its written consent to the inclusion in this Circular of its name, the Valuation Certifícate and all references thereto, where relevant, in the form and context in which they appear.

KPMG, as the reporting accountants in relation to the Proposed Acquisition, has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name, the Reporting Accountants’ Assurance Report and all references thereto, where relevant, in the form and context in which they appear.

3. DECLARATIONS

KAF confirms that it is not aware of any circumstances that exist or are likely to exist which would give rise to a possible conflict of interest situation that affect or may affect its ability to act independently and objectively as the adviser in connection with the Proposed Acquisition.

Raine & Home confirms that it is not aware of any circumstances that exist or are likely to exist which would give rise to a possible conflict of interest situation that affect or may affect its ability to act independently and objectively as the Valuer for the Lands.

KPMG confirms that it is not aware of any circumstances that exist or are likely to exist which would give rise to a possible conflict of interest situation that affect or may affect its ability to act independently and objectively as the reporting accountants in connection with the Proposed Acquisition.

4. MATERIAL COMMITMENTS

As at the LPD, save for the Balance Sum, the purchase consideration for the Proposed MPM Acquisition of approximately RM47.07 million or 23% of the gross sale value for the development on a parcel of land owned by MPM, whichever is higher, to be satisfied on a deferred payment basis in the form of a bullet payment (i.e. on a lump sum basis) at the end of the third year from the completion of the said proposed acquisition and the subscription of share capital in MVSB by MLB pursuant to the Proposed Joint Venture of RM509,998, the Board is not aware of any other material commitments incurred or known to be incurred by the MLB Group which, upon becoming due and enforceable, may have a material impact on the financial results/position of the MLB Group.


28

APPENDIX III

FURTHER INFORMATION (CONT’D)

5. CONTINGENT LIABILITIES

As at the LPD, the Board is not aware of any contingent liabilities incurred or known to be incurred by the MLB Group which, upon becoming due and enforceable, may have a material impact on the financial results/position of the MLB Group.

6. MATERIAL LITIGATION, CLAIMS OR ARBITRATION

As at the LPD, the Board is not aware of any material litigation, claim or arbitration involving the Lands.

7. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents are available for inspection at the registered office of MLB at PH2, Menara Mudajaya, No. 12A, Jalan PJU 7/3, Mutiara Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia during normal business hours from Monday to Friday (except public holidays) from the date of this Circular up to and including the date of the EGM:-

(a) the Memorandum and Articles of Association of MLB;

(b) the letters of consent and conflict of interests referred to in Section 2 and Section 3 respectively of this Appendix III;

(c) the Agreements and the JVA;

(d) the Valuation Report;

(e) the Valuation Certificate as set out in Appendix I of this Circular;

(f) The Reporting Accountants’ Assurance Report as set out in Appendix II of this Circular;

(g) the audited consolidated financial statements of MLB for the past two (2) FYE 2012 and FYE 2011;and

(h) the latest unaudited consolidated financial statements of MLB for the six (6)-month financial period ended 30 June 2013.


29



NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Mulpha Land Berhad will be held at Level 11, Menara Mudajaya, No. 12A, Jalan PJU 7/3, Mutiara Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Thursday, 3 October 2013 at 2.30 p.m. for the purpose of considering and if thought fit, passing the following resolution, with or without any modifications:-

ORDINARY RESOLUTION:

PROPOSED ACQUISITION BY MAYFAIR VENTURES SDN BHD (“MVSB”), A WHOLLY-OWNED SUBSIDIARY OF MULPHA LAND BERHAD (“MLB” OR “THE COMPANY”), OF TWO (2) ADJACENT PARCELS OF LEASEHOLD LAND HELD UNDER PN 30649, LOT 212 AND PN 30650, LOT 213 RESPECTIVELY, BOTH WITHIN MUKIM BANDAR DAMANSARA, DAERAH PETALING, NEGERI SELANGOR (“LANDS”), FROM TROPICANA GOLF & COUNTRY RESORT BERHAD (“TGCRB”), A WHOLLY-OWNED SUBSIDIARY OF TROPICANA CORPORATION BERHAD (FORMERLY KNOWN AS DIJAYA CORPORATION BERHAD), FOR A TOTAL CASH CONSIDERATION OF RM116,123,925.42 (“PROPOSED ACQUISITION”)

“THAT subject to the provisions under the Companies Act, 1965, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and the approvals of the relevant authorities, if required, being obtained for the Proposed Acquisition, approval be and is hereby given to MVSB to acquire the Lands from TGCRB for a total cash consideration of RM116,123,925.42, subject to and upon the terms and conditions set out in the conditional sale and purchase agreements in relation to the Proposed Acquisition dated 5 June 2013.

AND THAT the Directors of MLB and/or MVSB be and are hereby authorised to act for and on behalf of the Company and/or MVSB and to take all such steps and do all such acts, matters and things (including entering into all such deeds, agreements, arrangements, transactions, undertakings, transfers and indemnities) as they deem fit or may consider necessary, desirable, appropriate or expedient to implement, finalise and give full effect to the Proposed Acquisition with full power to give all or any notices, directions, consents and authorisations in respect of any matter arising under or in connection with the Proposed Acquisition and to assent to any conditions, modifications, variations and/or amendments relating to the Proposed Acquisition as may be approved/required by the relevant regulatory authorities and/or as the Directors of MLB and/or MVSB deem fit and to do all such things as they may consider necessary, desirable, appropriate or expedient in the best interests of the Company and MVSB.”

BY ORDER OF THE BOARD

LEE SUAN CHOO (MAICSA 7017562)Company Secretary

Petaling Jaya 18 September 2013

Notes:

1. A m ember o f the Com pany who is entitled to attend and vote a t a general meeting o f the Company, may appoint not m ore than 2 prox ies to a ttend and vote instead o f the mem ber a t the meeting.

2. A p roxy need not be a mem ber o f the Company. There shall be no restriction as to the qualification o f the proxy and the p roxy shall have the same rights as the member to speak at the meeting.

3. Where a member is an authorised nominee as defined in the Securities Industry (Central D epositories) Act, 1991 ( “SICDA it m ay appoint not more than 2 proxies in respect o f each securities account it holds in ordinary shares o f the Com pany standing to the credit o f the sa id securities account.

4. Where a m em ber is an exem pt authorised nominee which holds ordinary shares in the Com pany f o r multiple beneficial owners in 1 securities account ( “omnibus account”), there is no lim it to the number o f prox ies which the exempt authorised nominee may appoint in respect o f each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the SICDA which is exem pted from compliance with the provisions o f subsection

25A(1) o f the SICDA.

5. Where a mem ber or the authorised nominee appoints 2 proxies, or where an exempt authorised nominee appoints 2 or

more proxies, the proportion o f shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

6. The instrument appointing a proxy shall be in writing under the hand o f the appointer or o f his attorney duly authorised in writing, or i f the appointer is a corporation, either under its common sea l or under the hand o f its officer

duly authorised.

7. The instrument appointing a proxy must be deposited a t the R egistered Office o f the Company a t PH2, Menara

Mudajaya, No. 12A, Jalan P JU 7/3, M utiara Damansara, 47810 Petaling Jaya, Selangor D arul Ehsan, M alaysia not less than 48 hours before the time appointed fo r holding the meeting or any adjournment thereof.

8. For the purpose o f determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa M alaysia Securities Berhad to issue a R ecord o f D epositors as a t 25 September 2013 and only members whose names appear in the R ecord o f D epositors shall be entitled to attend, speak and vote a t this meeting.

MULPHA LAND BERHAD ( i82350-H)Incorporated in Malaysia

PROXY FORMNo. of Shares held

CDS Account No.

I/We_________________________________ NRIC No./Company N o.__________________ Tel No.ofbeing a member of the Company, hereby appoint NRIC No.

ofand/or NRIC No.ofor failing him/her, the Chairman of the Meeting as my/our proxy to attend and vote on my/our behalf at the Extraordinary General Meeting of the Company to be held at Level 11, Menara Mudajaya, No. 12A, Jalan PJU 7/3, Mutiara Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Thursday, 3 October 2013 at 2.30 p.m. and at any adjournment thereof.

Please indicate with ‘X’ in the space below how you wish your votes to be cast. If no specific direction as to voting is given, ihc prow proxies w ill \oiu or abstain from voting at his/their discretion.

ORDINARY RESOLUTION FOR AGAINST

! PROPOSED ACQUISITION

Dated this day of 2013

For appointment of 2 proxies, the percentage of shareholdings to be represented by the proxies:-

No. of Shares Percentage1st Proxy %2nd Proxy %

Signature of Member Total: 100 %

NOTES:

1. A member o f the Company who is entitled to attend and vote at a general meeting o f the Company, may appoint not more than 2 proxies to attend and vote instead o f the member at the meeting.

2. A proxy need not be a member o f the Company. There shall be no restriction as to the qualification o f the proxy and the proxy shall have the same rights as the member to speak at the meeting.

3. Where a member is an authorised nominee as defined in the Securities Industry (Central Depositories) Act, 1991 (“SICDA ”), it may appoint not more than 2 proxies in respect o f each securities account it holds in ordinary shares o f the Company standing to the credit o f the said securities account.

4. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in 1 securities account (“omnibus account”), there is no limit to the number o f proxies which the exempt authorised nominee may appoint in respect o f each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the SICDA which is exempted from compliance with the provisions o f subsection 25A(1) o f the SICDA.

5. Where a member or the authorised nominee appoints 2 proxies, or where an exempt authorised nominee appoints 2 or more proxies, the proportion o f shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

6. The instrument appointing a proxy shall be in writing under the hand o f the appointer or o f his attorney duly authorised in writing, or i f the appointer is a corporation, either under its common seal or under the hand o f its officer duly authorised.

7. The instrument appointing a proxy must be deposited at the Registered Office o f the Company at PH2, Menara Mudajaya, No. 12A, Jalan PJU 7/3, Mutiara Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time appointedfor holding the meeting or any adjournment thereof.

8. For the purpose o f determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Securities Berhad to issue a Record o f Depositors as at 25 September 2013 and only members whose names appear in the Record o f Depositors shall be entitled to attend, speak and vote at this meeting.

Fold this flap for sealing

Then fold here

AFFIXSTAMP

The Company Secretary

MULPHA LAND BERHAD (182350-H)

PH2, Menara Mudajaya No. 12A, Jalan PJU 7/3 Mutiara Damansara 47810 Petaling Jaya Selangor Darul Ehsan Malaysia

1st fold here

MulphaLand - I3investor...MulphaLand MULPHA LAND BERHAD (Company No. 182350-H) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office: PH2, Menara Mudajaya No.

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