MAGNA PRIMA BERHAD - ChartNexus · 2012-05-02 · magna prima berhad (company no.: 369519-p)...

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the course of action you should take, please 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 of this Circular.

MAGNA PRIMA BERHAD(Company No.: 369519-P)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO THE

PROPOSED ACQUISITION BY CROSSBORDER TEAM (M) SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF MAGNA PRIMA BERHAD (“MPB”), FROM MUAFAKAT KEKAL SDN BHD, OF A PIECE OF LEASEHOLD LAND HELD UNDER TITLE NO. PM 2780, LOT 2466, TOWN OF SELAYANG, DISTRICT OF GOMBAK, SELANGOR DARUL EHSAN, MEASURING APPROXIMATELY 2.43 HECTARES, FOR A PURCHASE CONSIDERATION OF RM16,500,000 TO BE SATISFIED BY THE ISSUANCE OF 33,000,000 NEW ORDINARY SHARES OF RM0.25EACH IN MPB AT AN ISSUE PRICE OF RM0.50 PER SHARE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Adviser

M&A SECURITIES SDN BHD (15017-H)(A Wholly-Owned Subsidiary of Insas Berhad)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The Notice of the Extraordinary General Meeting (“EGM”) to be held at Dewan Perdana, 1st Floor Sport Complex, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Friday, 6 August 2010at 10.00 a.m. or at any adjournment thereof, together with the Form of Proxy, are enclosed with this Circular. Shareholders are advised to refer to the Notice of EGM and the Form of Proxy which are enclosed. The Form of Proxy should be lodged at the Registered Office of the Company at Lot No. C-G11 & C-G12, Block C, Jalan Persiaran Surian, Palm Spring @ Damansara, 47810 Kota Damansara, Petaling Jaya, Selangor Darul Ehsan, no later than forty-eight (48) hours before the time set for holding the EGM or at any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so.

Last date and time for lodging the Form of Proxy : Wednesday, 4 August 2010 at 10.00 a.m.Date and time for the EGM : Friday, 6 August 2010 at 10.00 a.m.

This Circular is dated 23 July 2010






IN RELATION TO THE


AND


Adviser











IN RELATION TO THE


AND


Adviser






DEFINITIONS

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Unless where the context otherwise requires, the following definitions shall apply throughout this Circular and the accompanying appendices:- “Act” : Companies Act, 1965 as amended from time to time and re-enactment

thereof

“Board” : Board of directors of MPB

“Bursa Securities”

: Bursa Malaysia Securities Berhad (635998-W)

“Bursa Securities LR” : Main Market Listing Requirements of Bursa Securities

“Circular”

: This circular to shareholders of MPB dated 23 July 2010

“Consideration Shares”

: 8,250,000 new ordinary shares of RM1.00 each in MPB originally to be issued pursuant to the Proposed Selayang Land Acquisition (which has been subsequently adjusted to 33,000,000 new MPB Shares resulting from the Share Split)

“Crossborder” : Crossborder Team (M) Sdn Bhd (821484-P), a wholly-owned subsidiary of MPB

“EGM” : Extraordinary general meeting

“LPD” : 30 June 2010, being the latest practicable date prior to the date of printing of this Circular

“M&A Securities” : M&A Securities Sdn Bhd (15017-H)

“MKSB”

: Muafakat Kekal Sdn Bhd (335240-D)

“MPB” or the “Company”

: Magna Prima Berhad (369519-P)

“MPB Group” or the “Group”

: MPB and its subsidiaries, collectively

“MPB Shares” or “Shares”

: Ordinary shares of RM0.25 each in MPB

“NA”

: Net assets

“Proposed Selayang Land Acquisition”

: Proposed acquisition by Crossborder from MKSB of the Selayang Land for a purchase consideration of RM16,500,000 to be satisfied by the issuance of 33,000,000 new MPB Shares at an issue price of RM0.50 per MPB Share

“Selayang Land”

: A piece of vacant leasehold residential development land (with an unexpired lease period of 88 years expiring on 9 August 2098) held under Title No. PM 2780, Lot 2466, Town of Selayang, District of Gombak, Selangor Darul Ehsan measuring approximately 2.43 hectares

“Selayang SPA” : Sale and purchase agreement dated 14 October 2009 entered into between Crossborder and MKSB in relation to the Proposed Selayang Land Acquisition

“Selayang Valuation Report”

: The valuation report by the Valuer dated 12 October 2009 on the Selayang Land

“Updated Selayang Valuation Report”

: The updated valuation report by the Valuer dated 12 February 2010 on the Selayang Land

DEFINITIONS (Cont’d)

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“Revised Selayang Valuation Report”

: The revised valuation report by the Valuer dated 22 April 2010 on the Selayang Land

“Share Split” : Share split exercise involving the subdivision of every one (1) ordinary share of RM1.00 each in MPB into four (4) new MPB Shares, which was completed on 20 January 2010

“RM” and “sen”

: Ringgit Malaysia and sen, respectively

“Valuer”

: Raine & Horne International Zaki + Partners Sdn Bhd (99440-T), an independent firm registered with the Board of Valuers, Appraisers & Estate Agents Malaysia

“Warrants”

: The 2006/2011 warrants issued by MPB which are exercisable into MPB Shares

For the purpose of this Circular, reference to a time of day shall be a reference to Malaysian time. In this Circular, words referring to the singular shall, where applicable, include the plural and vice versa, and words referring to the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include a company or a corporation.

The remainder of this page has been intentionally left blank

TABLE OF CONTENTS

iii

LETTER TO THE SHAREHOLDERS OF MPB Page 1. INTRODUCTION 1 2. THE PROPOSED SELAYANG LAND ACQUISITION 2 3. RATIONALE FOR THE PROPOSED SELAYANG LAND ACQUISITION 8 4. FINANCIAL EFFECTS OF THE PROPOSED SELAYANG LAND ACQUISITION 8 5. APPROVALS REQUIRED FOR THE PROPOSED SELAYANG LAND ACQUISITION 10 6. OUTSTANDING PROPOSALS ANNOUNCED BUT PENDING IMPLEMENTATION 11 7. INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS

CONNECTED TO THEM 12

8. DIRECTORS’ RECOMMENDATION 12 9. OTHER MATTERS 12 10. EGM 13 11. FURTHER INFORMATION 13

APPENDICES

I VALUER’S CERTIFICATE ON THE SELAYANG LAND 14 II FURTHER INFORMATION 26 NOTICE OF EGM ENCLOSED FORM OF PROXY ENCLOSED

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MAGNA PRIMA BERHAD (Company No: 369519-P) (Incorporated in Malaysia)

Registered Office:

Lot No. C-G11 & C-G12, Block C

Jalan Persiaran Surian Palm Spring @ Damansara

47810 Kota Damansara Petaling Jaya

Selangor Darul Ehsan

23 July 2010

Board of Directors Tan Sri Datuk Adzmi bin Abdul Wahab (Independent Non-Executive Director, Chairman) Tan Sri Datin Paduka Seri Hajah Zaleha binti Ismail (Deputy Executive Chairman) Yoong Nim Chee (Executive Director, Chief Executive Officer) Loo Kent Choong (Executive Director, Chief Operating Officer) Dato’ Mohamad Rizal bin Abdullah (Executive Director) Dato’ Dr. Manjit Singh a/l Harban Singh (Non-Independent Non-Executive Director) Dato’ Rahadian Mahmud bin Mohammad Khalil (Independent Non-Executive Director) Ong Ah Leng (Independent Non-Executive Director) Sazali bin Saad (Independent Non-Executive Director) Oh Aik Teong Michael (Independent Non-Executive Director) Ong Chiow Hock (Independent Non-Executive Director) To: The Shareholders of MPB Dear Sir / Madam,

• PROPOSED ACQUISITION BY CROSSBORDER, A WHOLLY-OWNED SUBSIDIARY OF MPB, FROM MKSB, OF A PIECE OF VACANT LEASEHOLD RESIDENTIAL DEVELOPMENT LAND HELD UNDER TITLE NO. PM 2780, LOT 2466, TOWN OF SELAYANG, DISTRICT OF GOMBAK, SELANGOR DARUL EHSAN, MEASURING APPROXIMATELY 2.43 HECTARES, FOR A PURCHASE CONSIDERATION OF RM16,500,000 TO BE SATISFIED BY THE ISSUANCE OF THE CONSIDERATION SHARES AT AN ISSUE PRICE OF RM0.50 PER MPB SHARE

1. INTRODUCTION

On 14 October 2009, M&A Securities, on behalf of the Board, announced that Crossborder, a wholly-owned subsidiary of MPB, had on even date entered into a sale and purchase agreement with MKSB in relation to the Proposed Selayang Land Acquisition. On 1 December 2009, M&A Securities, on behalf of the Board, announced that the listing application in relation to the Proposed Selayang Land Acquisition had been submitted to Bursa Securities. On 20 January 2010, the Company had completed the Share Split. Resulting thereto, and in accordance with the terms of the Selayang SPA, the Vendor and the Purchaser have on 20 January 2010 mutually agreed in writing that the number of shares to be issued pursuant to the Proposed Selayang Land Acquisition was adjusted from 8,250,000 ordinary shares of RM1.00 each in MPB at an issue price of RM2.00 per share to 33,000,000 new MPB Shares at an issue price of RM0.50 per share.

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MAGNA PRIMA BERHAD(Company No: 369519-P)(Incorporated in Malaysia)

Registered Office:

Lot No. C-G11 & C-G12, Block CJalan Persiaran Surian

Palm Spring @ Damansara47810 Kota Damansara

Petaling JayaSelangor Darul Ehsan

23 July 2010

Board of Directors

Tan Sri Datuk Adzmi bin Abdul Wahab (Independent Non-Executive Director, Chairman)Tan Sri Datin Paduka Seri Hajah Zaleha binti Ismail (Deputy Executive Chairman)Yoong Nim Chee (Executive Director, Chief Executive Officer)Loo Kent Choong (Executive Director, Chief Operating Officer)Dato’ Mohamad Rizal bin Abdullah (Executive Director)Dato’ Dr. Manjit Singh a/l Harban Singh (Non-Independent Non-Executive Director)Dato’ Rahadian Mahmud bin Mohammad Khalil (Independent Non-Executive Director)Ong Ah Leng (Independent Non-Executive Director)Sazali bin Saad (Independent Non-Executive Director)Oh Aik Teong Michael (Independent Non-Executive Director)Ong Chiow Hock (Independent Non-Executive Director)

To: The Shareholders of MPB

Dear Sir / Madam,


1. INTRODUCTION

On 14 October 2009, M&A Securities, on behalf of the Board, announced that Crossborder, a wholly-owned subsidiary of MPB, had on even date entered into a sale and purchase agreement with MKSB in relation to the Proposed Selayang Land Acquisition.

On 1 December 2009, M&A Securities, on behalf of the Board, announced that the listing application in relation to the Proposed Selayang Land Acquisition had been submitted to Bursa Securities.

On 20 January 2010, the Company had completed the Share Split. Resulting thereto, and in accordance with the terms of the Selayang SPA, the Vendor and the Purchaser have on 20 January 2010 mutually agreed in writing that the number of shares to be issued pursuant to the Proposed Selayang Land Acquisition is adjusted from 8,250,000 ordinary shares of RM1.00 each in MPB at an issue price of RM2.00 per share to 33,000,000 new MPB Shares at an issue price of RM0.50 per share.

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MAGNA PRIMA BERHAD (Company No: 369519-P) (Incorporated in Malaysia)

Registered Office:

Lot No. C-G11 & C-G12, Block C

Jalan Persiaran Surian Palm Spring @ Damansara

47810 Kota Damansara Petaling Jaya

Selangor Darul Ehsan

23 July 2010

Board of Directors Tan Sri Datuk Adzmi bin Abdul Wahab (Independent Non-Executive Director, Chairman) Tan Sri Datin Paduka Seri Hajah Zaleha binti Ismail (Deputy Executive Chairman) Yoong Nim Chee (Executive Director, Chief Executive Officer) Loo Kent Choong (Executive Director, Chief Operating Officer) Dato’ Mohamad Rizal bin Abdullah (Executive Director) Dato’ Dr. Manjit Singh a/l Harban Singh (Non-Independent Non-Executive Director) Dato’ Rahadian Mahmud bin Mohammad Khalil (Independent Non-Executive Director) Ong Ah Leng (Independent Non-Executive Director) Sazali bin Saad (Independent Non-Executive Director) Oh Aik Teong Michael (Independent Non-Executive Director) Ong Chiow Hock (Independent Non-Executive Director) To: The Shareholders of MPB Dear Sir / Madam,


1. INTRODUCTION

On 14 October 2009, M&A Securities, on behalf of the Board, announced that Crossborder, a wholly-owned subsidiary of MPB, had on even date entered into a sale and purchase agreement with MKSB in relation to the Proposed Selayang Land Acquisition. On 1 December 2009, M&A Securities, on behalf of the Board, announced that the listing application in relation to the Proposed Selayang Land Acquisition had been submitted to Bursa Securities. On 20 January 2010, the Company had completed the Share Split. Resulting thereto, and in accordance with the terms of the Selayang SPA, the Vendor and the Purchaser have on 20 January 2010 mutually agreed in writing that the number of shares to be issued pursuant to the Proposed Selayang Land Acquisition was adjusted from 8,250,000 ordinary shares of RM1.00 each in MPB at an issue price of RM2.00 per share to 33,000,000 new MPB Shares at an issue price of RM0.50 per share.

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The Gombak District Land Office vide its letter dated 2 April 2010 had approved the transfer of the Selayang Land from MKSB in favour of Crossborder pursuant to the Proposed Selayang Land Acquisition. Bursa Securities had vide its letter dated 16 July 2010 approved the listing of and quotation for the Consideration Shares to be issued pursuant to the Proposed Selayang Land Acquisition on the Main Market of Bursa Securities subject to the following conditions:- (i) MPB and its adviser must fully comply with the relevant provisions under the Bursa

Securities LR pertaining to the implementation of the Proposed Selayang Land Acquisition;

(ii) MPB and its adviser are to inform Bursa Securities upon the completion of the Proposed Selayang Land Acquisition;

(iii) To incorporate Bursa Securities’ comments in respect of the Circular;

(iv) MPB is to furnish Bursa Securities with a written confirmation of its compliance with the

terms and conditions of Bursa Securities’ approval once the Proposed Selayang Land Acquisition is completed; and

(v) To furnish to Bursa Securities a certified true copy of the resolution passed by the

shareholders in a general meeting approving the Proposed Selayang Land Acquisition. The purpose of this Circular is to provide you with the relevant information on the Proposed Selayang Land Acquisition and to accordingly seek your approval for the resolution pertaining to the same to be tabled at the Company’s forthcoming EGM. The notice of EGM together with the Form of Proxy are enclosed in this Circular. SHAREHOLDERS OF MPB ARE ADVISED TO READ AND CONSIDER CAREFULLY THE ENTIRE CONTENTS OF THIS CIRCULAR BEFORE VOTING ON THE RESOLUTION TO GIVE EFFECT TO THE PROPOSED SELAYANG LAND ACQUISITION AT THE FORTHCOMING EGM.

2. THE PROPOSED SELAYANG LAND ACQUISITION 2.1 Details of the Proposed Selayang Land Acquisition

The Proposed Selayang Land Acquisition entails the acquisition of the Selayang Land by Crossborder from MKSB for a purchase consideration of RM16,500,000 to be satisfied originally by the issuance of 8,250,000 new ordinary shares of RM1.00 each in MPB at an issue price of RM2.00 per share. Under the terms of the Selayang SPA, in the event at any time before the Completion Date (as defined in Section 2.1.4(b) hereunder) where MPB undertakes any exercise to alter the par value of the MPB shares by reason of consolidation or sub-division or undertakes a bonus issue or rights issue of new MPB shares, the number of Consideration Shares shall be adjusted to an amount equivalent to the Purchase Consideration (as defined in Section 2.1.4(a) hereunder). On 20 January 2010, the Company completed the Share Split which effectively subdivided every one (1) ordinary share of RM1.00 each in MPB into four (4) new MPB Shares. In such an event and under the terms of the Selayang SPA, the number of shares to be issued pursuant to the Proposed Selayang Land Acquisition was adjusted from 8,250,000 new ordinary shares of RM1.00 each to 33,000,000 new MPB Shares. Pursuant to the Selayang SPA, MKSB shall sell and Crossborder shall purchase the Selayang Land free from all encumbrances, debenture, liens, caveats, equities and pledges and with vacant possession upon completion of the Selayang SPA. The purchase consideration of RM16,500,000 was arrived at on a willing buyer-willing seller basis after taking into account the market value of the Selayang Land of RM17,000,000 with the benefit of the proposed development being approved by the relevant authorities as assessed by the Valuer using the comparison method as the main method of valuation and supported by the residual method of valuation vide its Selayang Valuation Report. The planning approval for the proposed development was obtained on 11 January 2010.

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The Gombak District Land Office vide its letter dated 2 April 2010 had approved the transfer of the Selayang Land from MKSB in favour of Crossborder pursuant to the Proposed Selayang Land Acquisition. Bursa Securities had vide its letter dated 16 July 2010 approved the listing of and quotation for the Consideration Shares to be issued pursuant to the Proposed Selayang Land Acquisition on the Main Market of Bursa Securities subject to the following conditions:- (i) MPB and its adviser must fully comply with the relevant provisions under the Bursa

Securities LR pertaining to the implementation of the Proposed Selayang Land Acquisition;

(ii) MPB and its adviser are to inform Bursa Securities upon the completion of the Proposed Selayang Land Acquisition;

(iii) To incorporate Bursa Securities’ comments in respect of the Circular;

(iv) MPB is to furnish Bursa Securities with a written confirmation of its compliance with the

terms and conditions of Bursa Securities’ approval once the Proposed Selayang Land Acquisition is completed; and

(v) To furnish to Bursa Securities a certified true copy of the resolution passed by the

shareholders in a general meeting approving the Proposed Selayang Land Acquisition. The purpose of this Circular is to provide you with the relevant information on the Proposed Selayang Land Acquisition and to accordingly seek your approval for the resolution pertaining to the same to be tabled at the Company’s forthcoming EGM. The notice of EGM together with the Form of Proxy are enclosed in this Circular. SHAREHOLDERS OF MPB ARE ADVISED TO READ AND CONSIDER CAREFULLY THE ENTIRE CONTENTS OF THIS CIRCULAR BEFORE VOTING ON THE RESOLUTION TO GIVE EFFECT TO THE PROPOSED SELAYANG LAND ACQUISITION AT THE FORTHCOMING EGM.

2. THE PROPOSED SELAYANG LAND ACQUISITION 2.1 Details of the Proposed Selayang Land Acquisition

The Proposed Selayang Land Acquisition entails the acquisition of the Selayang Land by Crossborder from MKSB for a purchase consideration of RM16,500,000 to be satisfied originally by the issuance of 8,250,000 new ordinary shares of RM1.00 each in MPB at an issue price of RM2.00 per share. Under the terms of the Selayang SPA, in the event at any time before the Completion Date (as defined in Section 2.1.4(b) hereunder) where MPB undertakes any exercise to alter the par value of the MPB shares by reason of consolidation or sub-division or undertakes a bonus issue or rights issue of new MPB shares, the number of Consideration Shares shall be adjusted to an amount equivalent to the Purchase Consideration (as defined in Section 2.1.4(a) hereunder). On 20 January 2010, the Company completed the Share Split which effectively subdivided every one (1) ordinary share of RM1.00 each in MPB into four (4) new MPB Shares. In such an event and under the terms of the Selayang SPA, the number of shares to be issued pursuant to the Proposed Selayang Land Acquisition was adjusted from 8,250,000 new ordinary shares of RM1.00 each to 33,000,000 new MPB Shares. Pursuant to the Selayang SPA, MKSB shall sell and Crossborder shall purchase the Selayang Land free from all encumbrances, debenture, liens, caveats, equities and pledges and with vacant possession upon completion of the Selayang SPA. The purchase consideration of RM16,500,000 was arrived at on a willing buyer-willing seller basis after taking into account the market value of the Selayang Land of RM17,000,000 with the benefit of the proposed development being approved by the relevant authorities as assessed by the Valuer using the comparison method as the main method of valuation and supported by the residual method of valuation vide its Selayang Valuation Report. The planning approval for the proposed development was obtained on 11 January 2010.

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Resulting thereto, the Valuer had on 12 February 2010 issued the Updated Selayang Valuation Report which retains the ascribed market value of the Selayang Land to be RM17,000,000. The said valuation was submitted to Bursa Securities on 18 February 2010. Bursa Securities had vide its letter dated 17 March 2010, noted that certain requirements under the Asset Valuation Guidelines issued by the Securities Commission were not complied. In compliance with Bursa Securities’ letter dated 17 March 2010, the Valuer had on 22 April 2010 issued the Revised Selayang Valuation Report ascribing the market value of the Selayang Land to be RM14,900,000. The said purchase consideration now represents a premium of approximately 10.7% to the market value of the Selayang Land assessed by the Valuer. Kindly refer to Appendix I for the Valuer’s certificate on the Selayang Land. The Board is of the view that the Purchase Consideration (as defined in Section 2.1.4(a) hereunder) is fair, despite the abovesaid premium. The justifications for the Board’s opinion on the Purchase Consideration are as follows: The returns on investment and profitability margins for the proposed development are within

industry norm and expectations; The Selayang Land is small in size and as such, the proposed development does not carry

obligation for massive social amenities e.g. provision of school, police station, etc. and social housing;

There is no requirement for open space for the proposed development due to its strategic location and as such, the land area of 2.43 hectares is entirely for the proposed development of high-end residential units;

No further charges are required for the conversion of the Selayang Land as the land is already designated as residential land;

The proposed development is in the Klang Valley landed terrace house segment, which has seen strong prospects in the past two (2) years; and

The proposed development is in line with the Group’s corporate strategy to develop strategically located land in high-density areas.

The original issue price of the new ordinary shares of RM1.00 each under the Proposed Selayang Land Acquisition before the Share Split was arrived at after taking into account inter-alia, the one (1) month weighted average market price of MPB Shares up to 13 October 2009 (being the market day preceding the date of the announcement of the Proposed Selayang Land Acquisition) of RM2.12 per share. The issue price represents a discount of approximately 5.7% from the one (1) month weighted average market price of MPB Shares up to 13 October 2009. The Board is of the view that the issue price for the Consideration Shares was determined using market-based principles. The settlement of the Purchase Consideration (as defined in Section 2.1.4(a) hereunder) by the issuance of Consideration Shares (as defined in Section 2.1.4(b) hereunder) will allow MPB Group to conserve its cash reserves and strengthen its capital base. The new MPB Shares to be issued pursuant to the Proposed Selayang Land Acquisition shall, upon allotment and issue, rank pari passu in all respects with the existing MPB Shares, save and except that they shall not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date of which is prior to the date of allotment of the said shares.

2.1.1 Details of the Selayang Land The Selayang Land is located approximately ten (10) kilometres to the north-west of the Kuala Lumpur city centre. It is located off the western side of Jalan Ipoh, a highway linking Kuala Lumpur via Selayang-Kepong By-Pass and thence onto Jalan Prima Selayang 7. Properties within the immediate vicinity of the Selayang Land are predominantly residential and commercial in character including flatted developments, five (5) storey shop/apartments, single and double storey terrace houses and apartment/condominium developments as well as plots of vacant development land. Adjoining the Selayang Land due south east is the ongoing UITM Medical Campus. The Tenaga Nasional Berhad staff quarters, the Prima Selayang two (2) and three (3) storey shophouses and the Ideal Convention Centre are located opposite the Selayang Land, i.e., across Jalan Prima Selayang 7, Off Jalan Lebuhraya Selayang-Kepong. (Source: Revised Selayang Valuation Report)

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The audited net book value of the Selayang Land as at 31 December 2007 is approximately RM7.6 million. The Selayang Land was acquired by MKSB on 22 December 2003 for approximately RM7.3 million. The Selayang Land is currently unencumbered. The MPB Group currently intends to develop for sale, the Selayang Land into a residential gated and guarded community comprising ninety (90) units of high-end residential terrace houses to be named at a later date. The layout plan for the ninety (90) units of high-end residential terrace houses was approved on 11 January 2010 subject to, inter-alia, compliance with the comments from the technical departments. The gross development cost is approximately RM49 million and the expected gross profit margin is approximately 25%. The expected commencement of the proposed development is tentatively targeted for the 2nd half of 2010 and it is expected to be completed within two (2) years from the commencement date. The Directors of MPB are confident that the Proposed Selayang Land Acquisition will contribute positively to the long term future earnings of the MPB Group. Crossborder expects to fund the development of the Selayang Land through a combination of internal cashflow and/or borrowings of the MPB Group. Save as mentioned above, there are no additional financial commitments required by the MPB Group for the Proposed Selayang Land Acquisition. MPB will not assume any additional liabilities (including contingent liabilities and guarantees (if any)) under the Proposed Selayang Land Acquisition.

2.1.2 Information on the Vendor MKSB was incorporated in Malaysia as a private limited company under the Act on 1 March 1995. MKSB has an authorised share capital of RM8,000,000 comprising 8,000,000 ordinary shares of RM1.00 each, all of which have been issued and credited as fully paid-up. The directors and substantial shareholder of MKSB (together with their respective shareholdings in MKSB) are as follows:-

As at the LPD

Direct Indirect Directors No. of

shares % No. of

shares % Tengku Sulaiman Shah Ibni Sultan Abd Aziz

70,001 0.87 - -

Azran bin Haji Abdul Rahman

- - - -

Dato’ Haji Abdul Hanif bin Abdullah

7,895,999 98.70 - -

Substantial Shareholder Dato’ Haji Abdul Hanif bin Abdullah

7,895,999 98.70 - -

MKSB’s principal activities are property development and property investment.

2.1.3 Information on the Purchaser

Crossborder was incorporated in Malaysia as a private limited company under the Act on 13 June 2008. Crossborder has an authorised share capital of RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each, of which 2,600,000 ordinary shares of RM1.00 each have been issued and fully paid-up. Crossborder is a wholly-owned subsidiary of MPB. The directors of Crossborder are Yoong Nim Chee, Dato’ Mohamad Rizal bin Abdullah and Loo Kent Choong. Crossborder is currently a dormant company and intends to embark in property development.

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2.1.4 Salient Terms of the Selayang SPA The salient terms and conditions of the Selayang SPA include the following:-

(a) Under the terms of the Selayang SPA, Crossborder agrees to purchase the Selayang Land

from MKSB free from all encumbrances, debenture, liens, caveats, equities and pledges and with vacant possession at the consideration of RM16,500,000 (“Purchase Consideration”).

(b) The Purchase Consideration shall be satisfied by the issuance and allotment of the

Consideration Shares at an issue price of RM2.00 per MPB share to MKSB and/or its nominee(s) on the date of the actual issuance of new MPB shares to MKSB and/or its nominee(s) within the Conditional Period (as defined in Section 2.1.4(c) hereunder) (“Completion Date”). For avoidance of doubt, in the event at any time before the Completion Date where MPB undertakes any exercise to alter the par value of the MPB Shares by reason of consolidation or sub-division or undertakes a bonus issue or rights issue of new MPB shares, the number of Consideration Shares shall be adjusted to an amount equivalent to the Purchase Consideration. Note : On 20 January 2010, the Company completed the Share Split which effectively subdivided

every one (1) ordinary share of RM1.00 each into four (4) new MPB Shares. In such an event and under the terms of the Selayang SPA, the number of shares to be issued pursuant to the Proposed Selayang Land Acquisition was adjusted from 8,250,000 new ordinary shares of RM1.00 each to 33,000,000 new MPB Shares.

(c) The Selayang SPA shall be conditional upon the following being obtained, procured and/or

fulfilled within six (6) months from the date of the Selayang SPA or such extended period as the parties hereto may mutually agree in writing (the “Conditional Period”)*:- (i) the approval of Bursa Securities for the listing of and quotation for the Consideration

Shares, which was obtained on 16 July 2010; (ii) the approval from the shareholders of Crossborder and MPB in a general meeting

for the Proposed Selayang Land Acquisition and the issuance of the Consideration Shares respectively;

(iii) the consent of the State Authority for the transfer of the Selayang Land from MKSB

in favour of Crossborder, which was obtained on 2 April 2010; and (iv) such other waivers, consents or approvals as may be required (or deemed necessary

by the parties hereto) from any third party or governmental, regulatory body or competent authority having jurisdiction over any part of the Proposed Selayang Land Acquisition.

Note: * The parties had on 15 April 2010 mutually agreed to extend the Conditional Period up to 14

August 2010. In the event that the above conditions precedent are not fulfilled within the Conditional Period or an extended period mutually agreed between the parties (unless mutually waived), the Selayang SPA shall thereafter cease to have any effect and all rights, obligations and liabilities of the parties shall cease to have effect and deemed mutually terminated and none of the parties shall have any claim against the other save for antecedent breaches.

(d) The parties agree that MKSB shall execute a Power of Attorney favouring Crossborder

permitting Crossborder to deal with the Selayang Land, which among other things as stated in the Power of Attorney, to include making any applications to the relevant authorities and for preliminary works and any related matters therein in respect of the Selayang Land, provided that MKSB is notified in writing of any such dealings within fourteen (14) days before such applications and submissions have been made.

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(e) In the event the registration of the memorandum of transfer (“MOT”) for the transfer of the Selayang Land to Crossborder pursuant to the Selayang SPA cannot be registered free from encumbrances and restrictions for whatsoever reason (other than due to any act or default of Crossborder or MKSB), MKSB shall indemnify Crossborder for the full payment of the Purchase Consideration wherein Crossborder shall terminate the Selayang SPA and MKSB shall repay in cash the equivalent of the Purchase Consideration.

2.1.5 Risk Factors The MPB Group’s core business is in the property sector. As such, the Proposed Selayang Land Acquisition will not materially change the risks of the Company’s business as the MPB Group would still be exposed to the same business, operational, financial and investment risks inherent in the property sector. These risks are inherently due to timely commencement or completion of projects, obtaining required approvals, satisfactory performance of contractors and adverse economic events or recession. In addition, any material escalation of cost of cement and other building materials as well as increase in petrol prices may contribute to a higher overall development cost, thereby impacting the profit margins of the MPB Group’s projects. The MPB Group seeks to limit these risks through, inter-alia, careful planning and identification of the type of developments, innovative pricing strategies to pass through cost escalations to customers, prudent financial policy, close supervision on projects and effective management. In addition, the Proposed Selayang Land Acquisition is subject to the risk of the MOT for the transfer of the Selayang Land to Crossborder pursuant to the Selayang SPA not being able to be registered free from encumbrances and restrictions for whatsoever reason (other than due to any act or default by Crossborder or MKSB). In such an event, under the terms of the Selayang SPA, MKSB shall indemnify Crossborder for the full payment of the Purchase Consideration wherein Crossborder shall terminate the Selayang SPA and MKSB shall repay in cash the equivalent of the Purchase Consideration.

2.1.6 Outlook and Prospects

Malaysian Economy The Malaysian economy registered a strong growth of 10.1% in the first quarter of 2010, led by continued expansion in domestic demand and stronger external demand. The expansion in domestic demand was supported by higher private consumption and sustained public sector spending. The robust external demand provided further impetus to domestic growth through its spill-over effects on production, employment and overall sentiments. On the supply side, all economic sectors recorded positive growth during the quarter, led by strong growth in the manufacturing and services sectors. During the quarter, domestic demand expanded by 5.4% (4Q 09: 2.8%), due mainly to higher private consumption and sustained public sector spending. Private consumption spending grew by 5.1% (4Q 09: 1.6%), supported by continued improvement in labour market conditions amidst an environment of low inflation and improved consumer sentiment. The public sector continued to provide additional impetus to growth, with public consumption registering an expansion of 6.3% during the quarter, due mainly to higher expenditure on emoluments as well as supplies and services. Gross fixed capital formation continued its positive growth momentum, growing by 5.4% (4Q 09: 8.2%), supported by sustained public sector capital spending and a modest recovery in private sector business spending activity. Private investment activity benefited from the significant increase in production and external demand, which led to improvements in both capacity utilisation and business sentiments. Public sector capital spending continued to provide support to the domestic economy with the bulk of the development expenditure channelled into education, transportation, and agriculture and rural development. On the supply side, all economic sectors registered positive growth during the first quarter, with strong performance in the manufacturing and services sectors. The recovery momentum in the manufacturing sector strengthened further, with the sector registering a strong growth of 16.9% (4Q 09: 5.0%). Similarly, the services sector recorded a higher growth of 8.5% (4Q 09: 5.2%), with strong performance across all sub-sectors. The agriculture sector expanded further, supported mainly by strong rubber production amid higher prices. The construction sector continued to expand at a strong pace of 8.7% during the quarter (4Q 09: 9.3%), supported by the implementation of

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construction-related projects under the second fiscal stimulus package and the Ninth Malaysia Plan. The mining sector turned around to register a positive growth of 2.1% (4Q 09: -2.8%), largely reflecting the strong pick up in natural gas production. The headline inflation rate, as measured by the change in the Consumer Price Index (CPI), increased to 1.3% on an annual basis in the first quarter (4Q 09: -0.2%). The recovery of the global economy continued to gather pace in the first quarter, with stronger growth performance across most regions, particularly the Asian economies. Economic activity was sustained in the advanced economies amid continued policy support, stabilisation of financial systems and improved business and consumer confidence. Meanwhile, the regional economies continued their robust expansion in the first quarter, supported by sustained domestic demand and strong export growth. Going forward, considerable uncertainties remain due to the ongoing sovereign debt problems in Europe and the diminishing support from policy stimulus. Despite these developments and the potential destabilising effects on financial markets, the assessment is that it would generally have limited effects on emerging market economies. The strong and broad-based expansion of the domestic economy in the first quarter affirms that the recovery of the Malaysian economy is firmly established. Going forward, growth is expected to be sustained, supported by the continued expansion in domestic and external demand. Expansion in domestic demand is expected to be supported by the favourable employment conditions, improving consumer and business confidence and an accommodative policy environment, while external demand will be supported by stronger regional trade and the global upturn in the electrical and electronics industry cycle. (Source: Economic and Financial Developments in Malaysia in the First Quarter of 2010, Bank Negara Malaysia) Property Market In Q1 2010, developers offered 5,760 new housing units to the market. A total of 1,378 units were taken up, achieving sales performance of 23.9%. The new housing units launched decreased substantially by 28.6% from 8,068 units recorded in the previous quarter. However, the sales performance increased from 17.0%. The past four quarters saw a total of 42,850 houses launched into the market and the total take up rate for the year was 16.7% (7,164 units). The highest number of units launched was in Q2 2009 at 16,657 units whilst the lowest was in the review quarter at 5,760 units. In terms of sales performance, Q1 2010 recorded the highest at 23.9% whilst the lowest was in Q1 2009 at 6.6%. As at end of Q1 2010, the total number of new residential units launched in the country for the past nine months was 26,193 units. These total comprised 5,760 units launched in Q1 2010, 8,068 units in Q4 2009 and 12,365 in Q3 2009. In Q1 2010, the number of units launched decreased by 28.6% from 8,068 units recorded in Q4 2009 and 53.4% from 12,365 units in Q3 2009 respectively. By property type, terraced houses continued to dominate the new housing market. This property type represented 62.6% (16,396 units) of the national total. Single storey terraced units made up of 30.4% (7,954 units) whilst 2-3 storey terrace formed another 32.2% (8,442 units). The condominium/apartments constituted another 9.6% (2,523 units) of the total. The 2-3 storey semi-detached and single storey semi-detached formed 7.6% (1,987 units) and 6.3% (1,639 units) respectively. Terraced houses were highly sought after. This type of property represented 63.5% (7,021 units) of the total sold units. Single storey terraced units contributed 32.0% (3,534 units) whilst 2-3 storey terrace formed another 31.5% (3,487 units). The condominium/apartments constituted another 11.1% (1,230 units) of the total whilst the single storey semi-detached formed 7.4% (1,987 units) and 6.3% (1,639 units) respectively. In the overhang category, quarter on quarter analysis (Q1 2009 : Q1 2010) showed the overhang units decreased marginally from 28,747 whilst in terms of value, an increase of 2.4% from RM5.518 billion was recorded. Residential and shop sub-sectors recorded improved performance by registering a lower number of overhang. The residential overhang units decreased marginally from 23,256 whilst its value increased by 3.8% from RM3.733 billion respectively. Shops overhang and value recorded reductions of 1.3% from 4,827 units and 3.3% from RM1.434 billion respectively.

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However, the industrial sub-sector recorded otherwise. The number and value of industrial overhang increased by 14.5% from 664 units and 10.3% from RM0.352 billion respectively. In the category of all types of unsold under construction units, quarter-on-quarter analysis (Q1 2009 : Q1 2010) showed all sub-sectors recorded better performance by registering lower number of unsold units. Residential, industrial and shops sub-sectors recorded decreases of 8.8% from 49,904 units, 18.3% from 679 units and 31.5% from 5,917 units respectively. (Source : Property Market Status Report Q1 2010, Valuation and Property Services Department, Ministry of Finance Malaysia)

Based on the proposed development plan for the Selayang Land as described in Section 2.1.1 above, the Board is of the view that the prospects of the Selayang Land appears to be favourable as the Selayang Land is strategically located in the fast growing Selayang area, along with all the surrounding housing estates and well populated catchment area in the Klang Valley. Premised on the above, the Selayang neighbourhood will continue to be a popular choice for new development schemes. In addition, based on the strength of market demand for landed properties in the past year, the prospect of the proposed development is expected to be favourable.

3. RATIONALE FOR THE PROPOSED SELAYANG LAND ACQUISITION

During 2009, MPB had announced several land or land related acquisitions. The Proposed Selayang Land Acquisition is in line with the corporate strategy of the Group to develop strategically-located land in high-density areas, with easy accessibility and significant gross development value, for the development of lifestyle-themed projects within a short turnaround time. The settlement of the Purchase Consideration by the issuance of Consideration Shares will allow MPB Group to conserve its cash reserves and strengthen its capital base.

4. FINANCIAL EFFECTS OF THE PROPOSED SELAYANG LAND ACQUISITION

4.1 Share Capital and Substantial Shareholdings

The proforma effects of the Proposed Selayang Land Acquisition on the issued and paid-up share capital of the Company are set out below. No. of MPB

Shares Par Value Share

Capital ‘000 RM RM‘000

Existing issued and paid-up share capital as at the LPD

214,012 0.25 53,503

To be issued pursuant to the Proposed Selayang Land Acquisition

33,000 0.25 8,250

247,012 0.25 61,753 Assuming the exercise of all outstanding Warrants^ 86,071 0.25 21,518

Enlarged issued and paid-up share capital 333,083 0.25 83,271

Note: ^ 86,071,256 Warrants as at the LPD.

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However, the industrial sub-sector recorded otherwise. The number and value of industrial overhang increased by 14.5% from 664 units and 10.3% from RM0.352 billion respectively. In the category of all types of unsold under construction units, quarter-on-quarter analysis (Q1 2009 : Q1 2010) showed all sub-sectors recorded better performance by registering lower number of unsold units. Residential, industrial and shops sub-sectors recorded decreases of 8.8% from 49,904 units, 18.3% from 679 units and 31.5% from 5,917 units respectively. (Source : Property Market Status Report Q1 2010, Valuation and Property Services Department, Ministry of Finance Malaysia)

Based on the proposed development plan for the Selayang Land as described in Section 2.1.1 above, the Board is of the view that the prospects of the Selayang Land appears to be favourable as the Selayang Land is strategically located in the fast growing Selayang area, along with all the surrounding housing estates and well populated catchment area in the Klang Valley. Premised on the above, the Selayang neighbourhood will continue to be a popular choice for new development schemes. In addition, based on the strength of market demand for landed properties in the past year, the prospect of the proposed development is expected to be favourable.

3. RATIONALE FOR THE PROPOSED SELAYANG LAND ACQUISITION

During 2009, MPB had announced several land or land related acquisitions. The Proposed Selayang Land Acquisition is in line with the corporate strategy of the Group to develop strategically-located land in high-density areas, with easy accessibility and significant gross development value, for the development of lifestyle-themed projects within a short turnaround time. The settlement of the Purchase Consideration by the issuance of Consideration Shares will allow MPB Group to conserve its cash reserves and strengthen its capital base.

4. FINANCIAL EFFECTS OF THE PROPOSED SELAYANG LAND ACQUISITION

4.1 Share Capital and Substantial Shareholdings

The proforma effects of the Proposed Selayang Land Acquisition on the issued and paid-up share capital of the Company are set out below. No. of MPB

Shares Par Value Share

Capital ‘000 RM RM‘000

Existing issued and paid-up share capital as at the LPD

214,012 0.25 53,503

To be issued pursuant to the Proposed Selayang Land Acquisition

33,000 0.25 8,250

247,012 0.25 61,753 Assuming the exercise of all outstanding Warrants^ 86,071 0.25 21,518

Enlarged issued and paid-up share capital 333,083 0.25 83,271

Note: ^ 86,071,256 Warrants as at the LPD.

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4.2 NA and Gearing Based on the consolidated audited financial statements of the MPB Group for the financial year ended 31 December 2009, the proforma effects of the Proposed Selayang Land Acquisition on the NA and gearing of the MPB Group are set below:

I II III

As at 31 December

2009

After the Share Split

After I and the Proposed

Selayang Land Acquisition

After II and assuming full

exercise of Warrants^

RM’000 RM’000 RM’000 RM’000 Share capital 53,459 53,459 61,709 83,271 Share Premium 10,521 10,521 *18,671 35,488 Warrants Reserve 6,468 6,468 6,468 - Capital Reserve 30 30 30 30 Retained profits 47,753 47,753 46,153 46,153

Shareholders’ funds/ NA 118,231 118,231 133,031 164,942

No. of MPB Shares (’000)

53,459 213,837 246,837 333,083

NA per share (RM) 2.21 0.55 0.54 0.50 Borrowings (RM’000) 38,280 38,280 38,280 38,280 Gearing (times) 0.32 0.32 0.29 0.23 Notes:- * After taking into account the estimated expenses for the Proposed Selayang Land Acquisition of

RM100,000. ^ Assuming full exercise of 86,245,956 Warrants at an exercise price of RM0.37 per Warrant as at the

financial year ended 31 December 2009.

4.3 Earnings and Earnings per Share The Proposed Selayang Land Acquisition is expected to contribute positively to the earnings of the MPB Group for the future financial years. However, immediately upon the completion of the Proposed Selayang Land Acquisition, the purchase consideration premium of RM1.6 million to the Selayang Land’s ascribed market value of RM14.9 million will be written off against retained profits in recognition of the ascribed market value of the Selayang Land. The earnings per share for the financial year ended 31 December 2009 is 2.05 sen, taking into consideration the enlarged share capital of MPB after the Proposed Selayang Land Acquisition of approximately 247 million shares and the net profit of MPB of approximately RM6.6 million, netting off the abovementioned write off of RM1.6 million.

4.4 Dividends

The Proposed Selayang Land Acquisition is not expected to affect the dividend policy of the Company as future dividend payable by the Company would be dependent on inter-alia, the future profitability and cash flow position of the MPB Group.

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4.2 NA and Gearing Based on the consolidated audited financial statements of the MPB Group for the financial year ended 31 December 2009, the proforma effects of the Proposed Selayang Land Acquisition on the NA and gearing of the MPB Group are set below:

I II III

As at 31 December

2009

After the Share Split

After I and the Proposed

Selayang Land Acquisition

After II and assuming full

exercise of Warrants^

RM’000 RM’000 RM’000 RM’000 Share capital 53,459 53,459 61,709 83,271 Share Premium 10,521 10,521 *18,671 35,488 Warrants Reserve 6,468 6,468 6,468 - Capital Reserve 30 30 30 30 Retained profits 47,753 47,753 46,153 46,153

Shareholders’ funds/ NA 118,231 118,231 133,031 164,942

No. of MPB Shares (’000)

53,459 213,837 246,837 333,083

NA per share (RM) 2.21 0.55 0.54 0.50 Borrowings (RM’000) 38,280 38,280 38,280 38,280 Gearing (times) 0.32 0.32 0.29 0.23 Notes:- * After taking into account the estimated expenses for the Proposed Selayang Land Acquisition of

RM100,000. ^ Assuming full exercise of 86,245,956 Warrants at an exercise price of RM0.37 per Warrant as at the

financial year ended 31 December 2009.

4.3 Earnings and Earnings per Share The Proposed Selayang Land Acquisition is expected to contribute positively to the earnings of the MPB Group for the future financial years. However, immediately upon the completion of the Proposed Selayang Land Acquisition, the purchase consideration premium of RM1.6 million to the Selayang Land’s ascribed market value of RM14.9 million will be written off against retained profits in recognition of the ascribed market value of the Selayang Land. The earnings per share for the financial year ended 31 December 2009 is 2.05 sen, taking into consideration the enlarged share capital of MPB after the Proposed Selayang Land Acquisition of approximately 247 million shares and the net profit of MPB of approximately RM6.6 million, netting off the abovementioned write off of RM1.6 million.

4.4 Dividends

The Proposed Selayang Land Acquisition is not expected to affect the dividend policy of the Company as future dividend payable by the Company would be dependent on inter-alia, the future profitability and cash flow position of the MPB Group.

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4.5 Substantial shareholders' shareholdings

The effects of the Proposed Selayang Land Acquisition on the substantial shareholders’ shareholdings of MPB based on the Register of Substantial Shareholders of MPB as at the LPD are shown below.

I

As at the LPD After the Proposed Selayang Land

Acquisition Direct Indirect Direct Indirect

No. of MPB Shares

‘000 %

No. of MPB Shares

‘000 %

No. of MPB Shares

‘000 %

No. of MPB Shares

‘000 % Fantastic Realty Sdn Bhd 32,975 15.41 - - 32,975 13.35 - - MKSB - - - - 33,000 13.36 - -

II After I and assuming full exercise of Warrants^

No. of MPB Shares ‘000

%

No. of MPB Shares ‘000

% Fantastic Realty Sdn Bhd 83,632# 25.11 - - MKSB 33,000 9.91 - -

Notes:- ^ Assuming full exercise of 86,071,256 Warrants at an exercise price of RM0.37 per Warrant. # Fantastic Realty Sdn Bhd holds 50,656,624 Warrants as at LPD.

5. APPROVALS REQUIRED FOR THE PROPOSED SELAYANG LAND ACQUISITION

The Proposed Selayang Land Acquisition is subject to the approvals being obtained from the following authorities/parties: (i) the State Authority for the transfer of the Selayang Land, for which approval was obtained

on 2 April 2010; (ii) shareholders’ approvals at the forthcoming EGM for the issuance of the Consideration

Shares*; (iii) Bursa Securities for the listing of and quotation for the Consideration Shares to be issued;

and

(iv) any other relevant authorities/parties (if required). * The highest percentage ratio applicable for the Proposed Selayang Land Acquisition pursuant to

Paragraph 10.02(g) of the Bursa Securities LR is 15.4% for non related party transactions and as such, shareholders’ approval for the Proposed Selayang Land Acquisition pursuant to Paragraph 10.07 of the Bursa Securities LR is not required.

The Proposed Selayang Land Acquisition is not conditional upon any other corporate exercises being undertaken by MPB.

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6. OUTSTANDING PROPOSALS ANNOUNCED BUT PENDING IMPLEMENTATION

Save for the Proposed Selayang Land Acquisition and the following proposals, as at the LPD, the Company does not have any other corporate exercises which have been announced but pending implementation:- (a) On 10 December 2009, OSK Investment Bank Berhad (“OSK”), had on behalf of the Board,

announced that Twinicon (M) Sdn Bhd, a wholly-owned subsidiary of MPB, had entered into a sale and purchase agreement with Santari Sdn Bhd for the acquisition of a parcel of freehold land held under Geran 55267, Lot 38474, Mukim of Petaling, District of Kuala Lumpur, Negeri Wilayah Persekutuan, measuring approximately 22,280 square metres for a cash consideration of RM10,700,000.

(b) On 4 September 2009, TA Securities Holdings Berhad, had on behalf of the Board,

announced that 33 Sentral Park Sdn Bhd, had entered into a sale and purchase agreement with Petaling Garden Sdn Bhd for the acquisition of the all the piece of land held under H.S. (D) 16678 PT 320, Mukim Kuala Lumpur, Daerah Petaling, Negeri Selangor measuring approximately 16,790.363 square metres and all the piece of land held under H.S. (D) 16679 PT 321, Mukim Kuala Lumpur, Daerah Petaling, Negeri Selangor measuring approximately 11,358.000 square metres in area together with a row of fifteen (15) single storey lock-up shops erected thereon and each of the shop(s) bearing postal address(es) of No.1 to No.15 respectively at Jalan 5/44, Petaling Garden 46000, Petaling Jaya, Selangor Darul Ehsan, for a total cash consideration of RM48,479,360.

(c) On 15 July 2009, AmInvestment Bank Berhad (a member of AmInvestment Bank Group)

(“AmInvestment”), had on behalf of the Board, announced that Monetary Icon (M) Sdn Bhd, a wholly-owned subsidiary of MPB, had entered into a conditional sale and purchase agreement with Seri Dinar Project Development Sdn Bhd for the acquisition of one (1) parcel of freehold land measuring approximately 5.56 acres held under Lot No. 3587, Geran Mukim 899, Mukim Batu, Daerah Gombak, Selangor Darul Ehsan and all those parcels of leasehold lands measuring in aggregate approximately 16.78 acres comprising of Lot Nos. 1964, 1965, 1966, 3592, 3593, 3594, 3595 and 3601, located next to the former Bukit Lagong Forest reserve, within Selayang, Daerah Gombak, Selangor Darul Ehsan for a total cash consideration of RM40,532,641.

(d) On 23 March 2009, OSK, had on behalf of the Board, announced that Twinicon (M) Sdn

Bhd, a wholly-owned subsidiary of MPB, had entered into a conditional sale and purchase agreement with Lai Meng Girls’ School Association for the acquisition of all pieces of land measuring an aggregate area of approximately 10,587.50 square metres held under Geran 4628, 4629, 4630, 4631 and 4632, Lot Nos. 124, 125, 126, 127 and 128, all in Section 44, Town and District of Kuala Lumpur, Negeri Wilayah Persekutuan together with the building(s) erected thereon for a total cash consideration of RM148,151,380.

(e) On 2 March 2009, AmInvestment, had on behalf of the Board, announced that Permata Juang (M) Sdn Bhd (“PJSB”), a wholly-owned subsidiary of MPB, had entered into a conditional sale and purchase agreement with Bukit Jalil Development Sdn Bhd (“BJD”) wherein BJD shall sell and PJSB shall purchase all the parcel of freehold land held under Lot 38476 in the Mukim of Petaling, Kuala Lumpur and State of Wilayah Persekutuan (“BJD Land”) for a cash consideration of RM19,408,370.57.

(f) On 2 November 2007, the Company announced that Magna City Development Sdn Bhd, a

wholly-owned subsidiary of MPB, had entered into a sale and purchase agreement with Muafakat Baru Sdn Bhd for the acquisition of two (2) parcels of freehold land held under Geran Mukim No. Hakmilik 1343 and 1344 with Lot Nos. 1075 and 1073 respectively, all in the Mukim of Batu and Tempat Bangkong and District of Kuala Lumpur, State of Wilayah Persekutuan of total area measuring approximately 10.23 acres for a total cash consideration of RM57,930,444.

The Proposed Selayang Land Acquisition is not conditional upon any of the abovementioned proposals.

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7. INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors or the major shareholder of MPB and/or persons connected to them, has any interest, direct or indirect, in the Proposed Selayang Land Acquisition.

8. DIRECTORS’ RECOMMENDATION The Board, after having considered all aspects of the Proposed Selayang Land Acquisition and after careful deliberation, is of the opinion that the Proposed Selayang Land Acquisition is in the best interest of the Company. Accordingly, the Board recommends that you vote in favour of the relevant resolutions in relation to the Proposed Selayang Land Acquisition to be tabled at the forthcoming EGM.

9. OTHER MATTERS 9.1 Estimated Timeframe For Completion

The indicative timing of events leading up to the completion of the Proposed Selayang Land Acquisition is as follows: Tentative timing Events 6 August 2010 1. Convening of EGM

2. Proposed Selayang Land Acquisition becomes unconditional

End August 2010 Completion of the Proposed Selayang Land Acquisition

9.2 Historical Share Prices

The monthly highest and lowest prices of MPB Shares as traded on Bursa Securities for the past twelve (12) months are as follows:- Highest

(RM) Lowest

(RM)

2009 July 2.42 1.75 August 2.37 1.95 September 2.28 1.95 October 2.39 2.07 November 3.85 2.30 December 3.12 2.72 2010 January (adjusted for Share Split)

1.03 0.76

February 1.05 0.87 March 1.05 0.88 April 1.03 0.91 May 0.95 0.85 June 0.90 0.81

The last transacted price of MPB shares on 13 October 2009, being the date immediately before the announcement of the Proposed Selayang Land Acquisition was RM2.26* per share. Note : * Before taking into consideration of the Share Split exercise.

The last transacted price of MPB Shares on the LPD was RM0.81 per Share. (Source: Bloomberg)

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7. INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors or the major shareholder of MPB and/or persons connected to them, has any interest, direct or indirect, in the Proposed Selayang Land Acquisition.

8. DIRECTORS’ RECOMMENDATION The Board, after having considered all aspects of the Proposed Selayang Land Acquisition and after careful deliberation, is of the opinion that the Proposed Selayang Land Acquisition is in the best interest of the Company. Accordingly, the Board recommends that you vote in favour of the relevant resolutions in relation to the Proposed Selayang Land Acquisition to be tabled at the forthcoming EGM.

9. OTHER MATTERS 9.1 Estimated Timeframe For Completion

The indicative timing of events leading up to the completion of the Proposed Selayang Land Acquisition is as follows: Tentative timing Events 6 August 2010 1. Convening of EGM

2. Proposed Selayang Land Acquisition becomes unconditional

End August 2010 Completion of the Proposed Selayang Land Acquisition

9.2 Historical Share Prices

The monthly highest and lowest prices of MPB Shares as traded on Bursa Securities for the past twelve (12) months are as follows:- Highest

(RM) Lowest

(RM)

2009 July 2.42 1.75 August 2.37 1.95 September 2.28 1.95 October 2.39 2.07 November 3.85 2.30 December 3.12 2.72 2010 January (adjusted for Share Split)

1.03 0.76

February 1.05 0.87 March 1.05 0.88 April 1.03 0.91 May 0.95 0.85 June 0.90 0.81

The last transacted price of MPB shares on 13 October 2009, being the date immediately before the announcement of the Proposed Selayang Land Acquisition was RM2.26* per share. Note : * Before taking into consideration of the Share Split exercise.

The last transacted price of MPB Shares on the LPD was RM0.81 per Share. (Source: Bloomberg)

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10. EGM

An EGM, the notice of which is enclosed together with this Circular, will be held at Dewan Perdana, 1st Floor Sport Complex, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Friday, 6 August 2010,at 10.00 a.m. or at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolution so as to give effect to the Proposed Selayang Land Acquisition. If you are unable to attend and vote in person at the EGM, you may complete and return the relevant Form of Proxy in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the Registered Office of the Company at Lot No. C-G11 & C-G12, Block C, Jalan Persiaran Surian, Palm Spring @ Damansara, 47810 Kota Damansara, Petaling Jaya, Selangor Darul Ehsan not later than forty-eight (48) hours before the date and time fixed for the EGM or at any adjournment thereof. The lodging of the Form of Proxy will not, however, preclude you from attending the EGM and voting in person should you subsequently wish to do so.

11. FURTHER INFORMATION

The shareholders of MPB are requested to refer to the attached appendices for further information. Yours faithfully, For and on behalf of, MAGNA PRIMA BERHAD TAN SRI DATUK ADZMI BIN ABDUL WAHAB Independent Non-Executive Director, Chairman

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10. EGM

An EGM, the notice of which is enclosed together with this Circular, will be held at Dewan Perdana, 1st Floor Sport Complex, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Friday, 6 August 2010,at 10.00 a.m. or at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolution so as to give effect to the Proposed Selayang Land Acquisition. If you are unable to attend and vote in person at the EGM, you may complete and return the relevant Form of Proxy in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the Registered Office of the Company at Lot No. C-G11 & C-G12, Block C, Jalan Persiaran Surian, Palm Spring @ Damansara, 47810 Kota Damansara, Petaling Jaya, Selangor Darul Ehsan not later than forty-eight (48) hours before the date and time fixed for the EGM or at any adjournment thereof. The lodging of the Form of Proxy will not, however, preclude you from attending the EGM and voting in person should you subsequently wish to do so.

11. FURTHER INFORMATION

The shareholders of MPB are requested to refer to the attached appendices for further information. Yours faithfully, For and on behalf of, MAGNA PRIMA BERHAD TAN SRI DATUK ADZMI BIN ABDUL WAHAB Independent Non-Executive Director, Chairman

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14

APPENDIX I

VALUER’S CERTIFICATE ON THE SELAYANG LAND(Prepared for inclusion in this Circular)

15

16

17

18

19

20

21

22

23

24

25

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APPENDIX II

FURTHER INFORMATION

1. DIRECTORS' RESPONSIBILITY STATEMENT

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

2. CONSENTS AND CONFLICT OF INTEREST

Consents

M&A Securities has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name and all references thereon in the form and context in which they appear.

Raine & Horne International Zaki + Partners Sdn Bhd has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name, its certificate on the Selayang Land referred to in Appendix I and all references thereon in the form and context in which they appear.

Conflict of Interest

M&A Securities is not aware of any existing conflict of interest nor of any circumstances which would or is likely to give rise to a possible conflict of interest by virtue of its appointment as the Adviser to MPB for the Proposed Selayang Land Acquisition.

Raine & Horne International Zaki + Partners Sdn Bhd is not aware of any existing conflict of interest nor of any circumstances which would or is likely to give rise to a possible conflict of interest by virtue of its appointment as the Valuer to MPB for the Selayang Land.

3. MATERIAL COMMITMENTS AND CONTINGENT LIABILITIES

Material Commitments

Save as disclosed below, as at the LPD, the Directors of the Company are not aware of any other material commitments of the Group:-

RM’000Approved and contracted for: Contractual obligation for development project 202,003

Contingent Liabilities

Save as disclosed below, as at the LPD, the Directors of the Company are not aware of any other contingent liabilities:-

Group CompanyRM’000 RM’000

Utilised portion of guarantees given to financial institutions for facilities granted to subsidiaries

- 47,058

Utilised portion of guarantees given to trade creditors of subsidiariesfor credit facilities granted to subsidiaries

- 3,790

- 50,848

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4. MATERIAL LITIGATION

As at the LPD, the Directors of MKSB are not aware of any proceedings, pending or threatened against the Selayang Land.

Save as disclosed below, neither MPB nor its subsidiaries are 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 the MPB Group or of any facts likely to give rise to any proceedingswhich may materially and adversely affect the financial position or business of the MPB Group:-

(i) Kuala Lumpur High Court Civil Suit No. D3-22-2039-2000

MPB & 2 Others (Plaintiffs) v. Top Green Entity Sdn Bhd & 14 Others (Defendants)

The Plaintiffs’ claim arose from the alleged illegal and wrongful withdrawal of a sum amounting to RM22,100,000.00 (“Sum”) from the accounts of Magna Prima Construction Sdn Bhd (2nd Plaintiff) and Dunia Epik Sdn Bhd (3rd Plaintiff). The Plaintiffs alleged, among others, fraud and conspiracy to defraud the Plaintiffs on the part of the Defendants.

The Plaintiffs are claiming from:(i) Bumiputra-Commerce Bank Berhad (11th Defendant) for losses arising from among

others, negligence in failing to prevent the withdrawal of the Sum, knowingly or dishonestly assisting the other Defendants in the performance of their wrongdoings; and being vicariously liable for the acts of Tan Chow Poo (12th Defendant) who wasthe assistant manager of the 11th Defendant.

(ii) the 12th Defendant, among others, for breach of his duty of care owed to the Plaintiffs and assisting the 3rd Defendant in breach of his fiduciary duties as director of the Plaintiffs and in breach of trust as trustee of the Plaintiffs’ assets.

On 5 February 2010, the Plaintiffs withdrew the Suit against the 11th Defendant.

On 5 February 2010, the Suit was adjourned on the ground that counsel for the 5th

Defendant had informed the Court that they did not receive the Bundle of Documents, which was served on 26 June 2009 to Messrs Jagjit Singh & Co, the 5th Defendant’s solicitors at that material time, and duly acknowledged receipt by them. (Note: the 5th Defendant had changed solicitors from Messrs Jagjit Singh & Co to Messrs Akberdin & Co.)

On 24 March 2010, the counsel for the 5th Defendant informed the Plaintiffs’ that they have filed an application to strike out the Plaintiffs’ writ and statement of claim (“Striking Out Application”).

The parties proceeded to appear before the Deputy Registrar where counsel for the 5th

Defendant informed the Deputy Registrar that:-

(i) the Striking Out Application should be fixed for hearing first; and (ii) the 5th Defendant intends to file an application to amend the 5th Defendant’s defence

(“Amendment Application”).

On 30 April 2010, the Amendment Application was granted order with costs to be paid bythe 5th Defendant to the Plaintiffs and the Court had on 5 July 2010, dismissed the 5th

Defendant’s Striking Out Application with cost. The Court has yet to fix the trial dates for the Suit.

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(ii) Kuala Lumpur High Court Suit No. D5-22-85-2007

Bauer (M) Sdn Bhd (“Plaintiff”) v. Embassy Court Sdn Bhd (“Defendant”)

The Writ of Summons was filed by the Plaintiff at the Kuala Lumpur High Court (Civil Division) on 22 January 2007. The Plaintiff prayed for, among others, an injunction to restrain the Defendant or anyone acting under the instruction of the Defendant’s agents in issuing a demand on the sums guaranteed under the performance bond and also for damages suffered. The dispute stems from a Letter of Award wherein the Plaintiff had been awarded the contract to carryout substructure works for the Project Avare. It is a term of the Letter of Award that the Plaintiff shall deposit a performance bond to ensure performance of the Plaintiff’s obligation under the Letter of Award. The Defendant is of the position that the Plaintiff had breached the terms of the Letter of Award. However, before the Defendant could call on the performance bond, the Plaintiff had filed and obtained an Interim Injunction against the Defendant. The injunction application was subsequently struck off and the Plaintiff has appealed to the Court of Appeal. Although the Plaintiff has appealed, the performance bond was called upon and subsequently honoured and hence the appeal has now, technically speaking, become academic. The trial dates have been fixed on 11 and 12 August 2010.

(iii) Arbitration between:-

Bauer (M) Sdn Bhd (“Claimant”) v. Embassy Court Sdn Bhd (“Respondent”)

This arbitration matter was brought about by the Claimant on 26 June 2008 for RM12,452,858.48 and among others, that the agreement dated 12 September 2006 is deemed valid and binding, to which the Respondent denied and set out their counter claim in their defence for RM2,625,000.00 for liquidated damages and also for defective and rejected works.

There are two main issues concerned where Preliminary Issue I dealt with whether or not there was an agreement in September 2006 entered into by the parties, and Preliminary Issue II dealt with the final account claim for the project.

The hearing for Preliminary Issue I had concluded and the parties had filed in their submissions and submissions-in-reply. On 14 January 2010, the Arbitrator made an award in the favour of the Claimant that there was a valid agreement in September 2006.

For Preliminary Issue II, an Independent Quantity Surveyor (IQS) was initially proposed by the learned Arbitrator to assist the Tribunal with the findings with regards to the final account claim for the project and the date of Inspection of Documents by the IQS has been fixed. However, after the award was made for the Preliminary Issue II, the parties came to a mutual understanding that the services of the IQS was no longer needed as they were able to resolve the disputed areas that the IQS was needed for amongst themselves.

A meeting was scheduled between both parties and the Arbitrator on 2 March 2010 to discuss suitable dates for the hearing of the Preliminary Issue II which deals with the issue of final account claim for the project and the fees of the IQS.

The Claimant then suggested that the parties should submit on this issue and the learned Arbitrator had given directions for the parties to put in a simultaneous exchange of the submissions on this issue of the cost of the IQS by 11 March 2010 to be considered.

For Preliminary Issue II, hearing commenced on 21 June 2010 and is still on going. The Arbitrator has fixed the next hearing date on 12, 13, 16, 17, 18, 19 and 20 August 2010.

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(iv) Arbitration between:-

Bina BMK Sdn Bhd (“Claimant”) v. Magna Prima Construction Sdn Bhd (“1st Respondent”) and Perembun (M) Sdn Bhd (“2nd Respondent”)

This arbitration matter was brought about by the Claimant on 11 June 2008 for a claim amounting to RM34,520,882.29 for issues such as, among others, wrongful determination of contract, claim for the balance sum due for works done, claim for the materials left on site and damages.

The 1st Respondent denied the above and has brought about a counter claim against the Claimant for RM6,803,438.29.

The bundle of documents has been filed and exchanged by both parties and the mutual exchange of revised witness statements was conducted on 5 May 2009. Six (6) of the Claimant’s witnesses have been called from March 2009 to February 2010. New trial dates have been fixed from 10 March 2010 till 11 August 2010 for the matter to be heard before the Arbitrator. The Claimant is still proceeding with their witnesses and upon completion of their witnesses, the Respondents will call theirs.

(v) Kuala Lumpur High Court Civil Suit No. S7-22-711-2006

Perembun (M) Sdn Bhd (“Plaintiff”) v. Magna Prima Construction Sdn Bhd (“1st Defendant”) and MPB (“2nd Defendant”)

This suit was filed against the Defendants on 21 July 2006. The Plaintiff and the 1st

Defendant are a party to a construction contract wherein the Plaintiff had secured the contract from Magna Park Sdn Bhd. The Plaintiff had then entered into a joint venture with the 1st Defendant under the vehicle MPC Perembun JV and the Plaintiff with the consent of Magna Park Sdn Bhd had novated all rights under the contract to the 1st Defendant for an incentive fee to the Plaintiff, calculated on a percentage of the claim paid by Magna Park Sdn Bhd progressively.

The Plaintiff claimed, among others, a declaratory order that the 2nd Defendant is the alter ego of the 1st Defendant, loss suffered due to the Defendants’ failure to comply with the terms of the contract for completion of works, compensation in the sum of RM1,253,933.44, general damages and interest.

The 1st Defendant denies the claim by the Plaintiff and is making an application to amend the defence to include an arbitration proceeding (as mentioned in item (iv) above) which is ongoing where the Plaintiff and the 1st Defendant are respondents.

Application to amend the 1st and 2nd Defendant’s Defence was filed and order in terms was granted. The matter has been adjourned to 13 October 2010 for the learned judge to fix the trial dates.

(vi) Kuala Lumpur High Court Civil Suit No. R3-24-31-2009

Bauer (M) Sdn Bhd (“Plaintiff”) v. Embassy Court Sdn Bhd (“Defendant”)

This application was filed by the Plaintiff on 9 June 2009, a spin-off from the arbitration matter between the Plaintiff and Defendant (as mentioned in item (iii) above). The Plaintiff claimed for an order to freeze RM12,452,858.48 of the arbitration sum which may be pending in the Defendant’s housing developer’s account.

The Plaintiff’s application was dismissed with costs and the Plaintiff has now filed an appeal to the Court of Appeal against this decision. The matter has yet to be fixed for hearing and the date for the appeal has also yet to be fixed.

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(vii) Shah Alam High Court Civil Suit No. MT3-22-465-2008

Magna Prima Construction Sdn Bhd (“Plaintiff”) v. MH Projects Sdn Bhd (“Defendant”)

This suit was filed on 25 March 2008 by the Plaintiff against the Defendant who was the main contractor in the Alor Setar Hospital project for fees due and owing with regards to works done and completed at an amount of RM2,179,038.79, with statutory interest and costs. The final certificate of account has not been agreed upon and the claim was based on the prenultimate certificate.

The Plaintiff’s application for summary judgment was dismissed and the matter is pending setting down for trial. The Matter has been fixed for case management on 27 July 2010.

(viii) Kuala Lumpur High Court Suit No. D-22-NCC-202-2009

Permata Juang (M) Sdn Bhd v. Bukit Jalil Development Sdn Bhd

A Writ of Summons has been filed by solicitors acting for Permata Juang (M) Sdn Bhd (“PJM”), a wholly owned subsidiary of MPB against Bukit Jalil Development Sdn Bhd (“BJD”), a major subsidiary of Ho Hup Construction Company Berhad (“Ho Hup”) in theKuala Lumpur High Court under Suit No. D-22-NCC-202-2009 and has been served on 8 October 2009 on BJD as a result of the neglect and/or failure of BJD to comply with the terms and conditions of the sale and purchase agreement concerning the proposed disposal of a parcel of freehold land measuring approximately 10.865 acres held under Geran 55268, Lot 38476 in the Mukim of Petaling, District of Kuala Lumpur, State of Wilayah Persekutuan Kuala Lumpur (“Property”) for a cash consideration of RM19,408,370.57 payable by PJM to BJD (“Proposed Disposal”).

BJD has alleged that they are unable to continue with the proposed disposal on the basis of insufficient support for the motion from the shareholders of Ho Hup on the pre-meeting voting summary from the share registrar in respect of the EGM which was held on 8 July 2009.

Vide the Writ of Summons, PJM claimed for, among others, specific performance of the sale and purchase agreement dated 2 March 2009 and an injunction to immediately stop and / or restrain BJD, whether by themselves and / or through their servants and / or agents and / or any other persons besides themselves from continuing with the tender exercise with the intention of selling the Property to any other parties, special and punitive damages in addition to the specific performance.

The Summons and the Interim Injunction were presented to the High Court of Malaya at Kuala Lumpur on 5 October 2009 and the inter-parties hearing of the Interim Injunction has been fixed for hearing on 10 November 2009.

On 14 October 2009 the High Court had granted an ad-interim injunction order to stop and / or restrain BJD, whether by themselves and / or through their servants and / or agents and / or any other persons besides themselves, with immediate effect from disposing the Property to any party via tender or any other manner, as well as from continuing with the Tender Exercise (“Ad-Interim Injunction”). The Ad-Interim Injunction is valid until the inter-parties hearing of the application for the interim injunction which have been fixed by the High Court on 10 November 2009.

On 10 November 2009, the Ad-Interim Injunction was given pending the inter-parties hearing of the summons in chambers and for an injunction order to prevent the sale of the Property by BJD, whether by themselves and / or through their servants and / or agents and / or any other persons besides themselves and further to prevent BJD, whether by themselves and / or through their servants and / or agents and / or any other persons besides themselves from continuing his tender exercise to sell the Property by tender. On25 November 2009 the High Court has further extended the interim injunction order and fixed the matter for decision on 14 December 2009 for an inter party injunction.

On 14 December 2009, the High Court has granted order in terms in PJM’s application for an injunction.

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On 19 January 2010, the High Court has further granted order in terms in BJD’s application to vary the order granted on 14 December 2009 and has fixed the matter for case management on 30 March 2010.

On 4 June 2010, the counsel for PJM had filed a Specific Performance Application and the same has been fixed for hearing on 21 July 2010.

5. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the Registered Office of the Company at Lot No. C-G11 & C-G12, Block C, Jalan Persiaran Surian, Palm Spring @ Damansara, 47810 Kota Damansara, Petaling Jaya, Selangor Darul Ehsan during normal business hours from the date of this Circular up to and including the date of the EGM:-

(i) Memorandum and Articles of Association of MPB;

(ii) The audited consolidated financial statements of MPB for the past two (2) financial years ended 31 December 2008 and 2009;

(iii) The unaudited consolidated financial statements of MPB for the financial period ended 31 March 2010;

(iv) The Valuer’s certificate dated 22 April 2010 pertaining to the Selayang Land referred to in Appendix I of this Circular and the Revised Selayang Valuation Report;

(v) The letters of consent referred to in paragraph 2 above; and

(vi) The cause papers in respect of the material litigations referred to in paragraph 4 above.

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NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Magna Prima Berhad (“MPB” or “Company”) will be held at Dewan Perdana, 1st Floor Sport Complex, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Friday, 6 August 2010 at 10.00 a.m. or at any adjournment thereof for the purpose of considering and if thought fit to pass the following resolution, with or without any amendments:-

ORDINARY RESOLUTION

PROPOSED ACQUISITION BY CROSSBORDER TEAM (M) SDN BHD (“CROSSBORDER”), A WHOLLY OWNED SUBSIDIARY OF MPB FROM MUAFAKAT KEKAL SDN BHD (“MKSB”) OF A PIECE OF LEASEHOLD LAND HELD UNDER TITLE NO. PM 2780, LOT 2466, TOWN OF SELAYANG, DISTRICT OF GOMBAK, SELANGOR DARUL EHSAN (“SELAYANG LAND”), FOR A PURCHASE CONSIDERATION OF RM16,500,000 TO BE SATISFIED BY THE ISSUANCE OF 33,000,000 NEW ORDINARY SHARES OF RM0.25 EACH IN MPB (“MPB SHARES”) AT AN ISSUE PRICE OF RM0.50PER MPB SHARE (“PROPOSED SELAYANG LAND ACQUISITION”)

“THAT, subject to the approval of the relevant authorities and parties (where required) being obtained, authority be and is hereby given to Crossborder to acquire the Selayang Land from MKSB for a purchase consideration of RM16,500,000 to be satisfied by the issuance of 33,000,000 new MPB Shares at an issue price of RM0.50 per MPB Share and upon the terms and conditions as stated in the sale and purchaseagreement dated 14 October 2009 entered into between Crossborder and MKSB;

THAT, the Directors of the Company be and are hereby authorised and empowered to allot and issue 33,000,000 new MPB Shares to MKSB at an issue price of RM0.50 per MPB Share in satisfaction of the purchase consideration of RM16,500,000 for the Proposed Selayang Land Acquisition;

THAT, the 33,000,000 new MPB Shares to be issued pursuant to the Proposed Selayang Land Acquisition shall, upon allotment and issue, rank pari passu in all respects with the existing MPB Shares, save and except that they shall not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date of which is prior to the date of allotment of the said shares;

AND THAT the Directors of the Company and Crossborder be and are hereby authorised to take all such steps and to enter into all other agreements, arrangements, undertakings, indemnities, assignments, guarantees and other documents with any party or parties in order to implement, finalise and give full effect to the Proposed Selayang Land Acquisition with full powers to assent to any conditions, modifications, changes, revaluations, variations and/or amendments or as a consequence of any such requirement by the relevant authorities or as may be deemed necessary and/or expedient in the best interests of the Company.”

By Order of the Board

YUEN YOKE PING (MAICSA 7014044)Company Secretary

Petaling Jaya23 July 2010

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Registered Office:




23 July 2010

Board of Directors



Dear Sir / Madam,


1. INTRODUCTION




Notes:- 1. A member of the Company who is entitled to attend and vote at this Meeting is entitled to appoint a proxy or proxies to attend

and vote on his/her behalf. 2. A proxy may but need not be a member of the Company. 3. Where the member of the Company appoints two (2) or more proxies, the appointment shall be invalid unless he specifies the

proportions of his/her shareholding to be represented by each proxy. 4. If the proxy is executed by a corporation, the Form of Proxy must be under its common seal or the hand of an officer or

attorney duly authorised. 5. The instrument appointing the proxy must be deposited at the Registered Office of the Company at Lot No. C-G11 & C-G12,

Block C, Jalan Persiaran Surian, Palm Spring @ Damansara, 47810 Kota Damansara, Petaling Jaya, Selangor Darul Ehsan not later than forty-eight (48) hours before the time set for holding the Meeting or at any adjournment thereof

✄

MAGNA PRIMA BERHAD(Company No.: 369519-P)

(Incorporated in Malaysia)

FORM OF PROXY

I/We …………………………………………………….NRIC No./Company No.…………….……………........................(FULL NAME IN BLOCK LETTERS)

of ………………………………………………………………………………………………….….…………………………..(FULL ADDRESS)

being a *member/members of MAGNA PRIMA BERHAD (Company No.: 369519-P) (“Company”), hereby appoint

………………………………................................................ NRIC No./ Company No ………………………………….. (FULL NAME IN BLOCK LETTERS)

of ………………………………………………...……………………………………………………………………………….(FULL ADDRESS)

or failing *him/her …………………………………………………NRIC No./ Company No ………………………………. (FULL NAME IN BLOCK LETTERS)

of ………………………………………………………………………………………………….….…………………………..(FULL ADDRESS)

or failing *him/her, the “CHAIRMAN OF THE MEETING” as *my/our proxy to attend and vote for *me/us on *my/our behalf at the Extraordinary General Meeting of the Company to be held at Dewan Perdana, 1st Floor Sport Complex, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Friday, 6 August 2010 at 10.00 a.m. or at any adjournment thereof in the manner as indicated below:-

^FOR ^AGAINSTORDINARY RESOLUTION : PROPOSED SELAYANG LAND ACQUISITION

^ Please indicate with an “X” how you wish your proxy/proxies to vote. If you do not do so, your proxy will vote or abstain from voting at his discretion.

* Strike out whichever is not applicable

NUMBER OF ORDINARY SHARES HELD

Signed this...........................day of .............................., 2010 Signature of Member or Common Seal

Notes:-1. A member of the Company who is entitled to attend and vote at this Meeting is entitled to appoint a proxy or proxies to attend and

vote on his/her behalf. 2. A proxy may but need not be a member of the Company.3. Where the member of the Company appoints two (2) or more proxies, the appointment shall be invalid unless he specifies the

proportions of his/her shareholding to be represented by each proxy.4. If the proxy is executed by a corporation, the Form of Proxy must be under its common seal or the hand of an officer or attorney duly

authorised.5. The instrument appointing the proxy must be deposited at the Registered Office of the Company at Lot No. C-G11 & C-G12, Block C,

Jalan Persiaran Surian, Palm Spring @ Damansara, 47810 Kota Damansara, Petaling Jaya, Selangor Darul Ehsan not later than forty-eight (48) hours before the time set for holding the Meeting or at any adjournment thereof

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Registered Office:




23 July 2010

Board of Directors



Dear Sir / Madam,


1. INTRODUCTION




AFFIXSTAMP

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THE SECRETARYMAGNA PRIMA BERHAD (369519-P)

Lot No. C-G11 & C-G12, Block C,Jalan Persiaran Surian,

Palm Spring @ Damansara,47810 Kota Damansara, Petaling Jaya

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Affix stamp

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