6 February 2024
CIRCULAR TO SHAREHOLDERS IN RELATION TO: (I) PROPOSED ACQUISITION OF 45,924,632 ORDINARY SHARES IN CENTRAL CABLES BERHAD ("CCB"), REPRESENTING APPROXIMATELY 86.65% EQUITY INTEREST IN CCB, BY KUB MALAYSIA BERHAD ("KUB" OR "COMPANY") FROM JAG CAPITAL HOLDINGS SDN BHD ("JAG" OR "VENDOR") FOR A PURCHASE CONSIDERATION OF RM119.42 MILLION TO BE SATISFIED WHOLLY VIA THE ISSUANCE OF 199,035,059 NEW REDEEMABLE CONVERTIBLE PREFERENCE SHARES IN KUB ("RCPS") AT AN ISSUE PRICE OF RM0.60 PER RCPS ("PROPOSED ACQUISITION"); (II) PROPOSED DIVERSIFICATION IN OPERATIONS CARRIED OUT BY KUB AND ITS SUBSIDIARIES INTO THE BUSINESS OF MANUFACTURING AND DISTRIBUTION OF POWER CABLES AND WIRES PURSUANT TO THE PROPOSED ACQUISITION IN ACCORDANCE WITH PARAGRAPH 10.13 OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA SECURITIES; (III) PROPOSED AMENDMENTS TO THE CONSTITUTION OF KUB TO FACILITATE THE ISSUANCE OF THE RCPS PURSUANT TO THE PROPOSED ACQUISITION AND THE PROPOSED CCB MGO (AS DEFINED BELOW); AND (IV) PROPOSED MANDATORY TAKE-OVER OFFER BY KUB FOR ALL THE REMAINING ORDINARY SHARES IN CCB NOT ALREADY OWNED BY KUB AFTER THE PROPOSED ACQUISITION PURSUANT TO SUBPARAGRAPH 4.01(A) OF THE RULES ON TAKE-OVERS, MERGERS AND COMPULSORY ACQUISITIONS OF THE SECURITIES COMMISSION MALAYSIA ("PROPOSED CCB MGO")