VOLUNTARY CONDITIONAL OFFER CIMB Bank Berhad Qualitas ...

VOLUNTARY CONDITIONAL OFFER

by

CIMB Bank Berhad (13491-P)

Singapore Branch

(Incorporated in Malaysia)

for and on behalf of

Qualitas Healthcare Holdings Limited

(Incorporated in the Republic of Singapore)
Company Registration No. 201023874W

to acquire all the issued ordinary shares in the capital of

Qualitas Medical Group Limited

(Incorporated in the Republic of Singapore)
Company Registration No. 200717959H

1. INTRODUCTION

CIMB Bank Berhad, Singapore Branch (“CIMB”) wishes to announce, for and on behalf of
Qualitas Healthcare Holdings Limited (the “Offeror”), that the Offeror intends to make a
voluntary conditional offer (the “Offer”) for all the issued ordinary shares (“Shares”) in the
capital of Qualitas Medical Group Limited (“QMGL” or the “Company”).

2. THE OFFER

2.1 Terms. In accordance with Section 139 of the Securities and Futures Act, Chapter 289 of
Singapore and Rule 15 of the Singapore Code on Take-overs and Mergers (the “Code”),
the Offeror will make the Offer on the following basis:

(i) Offer Shares. The Offeror will make the Offer for all the Shares (the “Offer
Shares”), including:

(a) all Shares owned, controlled or agreed to be acquired by any party acting
or deemed to be acting in concert with the Offeror in connection with the
Offer; and

(b) all new Shares to be unconditionally issued or to be issued pursuant to
the sale and purchase agreement dated 24 December 2009 (the “DMCA
SPA”) entered into between QMGL’s wholly-owned subsidiary, Qualitas
Healthcare International Sdn Bhd (“QHI”), Dr Marcus Philip Cooney

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(“DMC’), Ms Angela Alice Cooney (the “DMCA Vendor”) and Dr Marcus
Cooney & Associates Pte Ltd (“DMCA”) in relation to the acquisition by
QHI of DMCA.

DMCA. On 24 September 2009, QMGL announced the proposed acquisition by
QHI of a 75 per cent. equity interest in DMCA from the DMCA Vendor (the “DMCA
Acquisition”). DMCA is a private company incorporated in Singapore which
operates a dental clinic under the name “SmileFocus”. The DMCA Acquisition was
completed by QMGL on 1 January 2010. The consideration payable by QHI in
connection with the DMCA Acquisition pursuant to the terms of the DMCA SPA
was to be paid in two tranches, the first tranche payable in cash on the date of the
DMCA SPA, and the second tranche payable, at the election of DMC, either
wholly in cash or wholly in new Shares to be issued by QMGL (“DMCA
Consideration Shares”) or a mixture of cash and DMCA Consideration Shares,
depending on the audited profit after tax (“PAT”) of DMCA for the financial year
ended 31 December 2010 (“FY2010”). The maximum number of DMCA
Consideration Shares to be issued (if applicable) to the DMCA Vendor or her
nominee in connection with the second tranche consideration for the DMCA
Acquisition is 6,875,175. The second tranche consideration is payable within 30
days from the date of determination of the audited PAT of DMCA for FY2010, in
any event no later than 30 April 2011.

Copies of the announcements made by QMGL in relation to the DMCA Acquisition
are available on the website of the Singapore Exchange Securities Trading
Limited (“SGX-ST”) at www.sgx.com;

(ii) Offer Consideration. The consideration for the Offer (the “Offer Consideration”)
will be either in cash or new ordinary shares in the capital of the Offeror (“New
Offeror Shares”) or a combination of both cash and New Offeror Shares in the
following proportions:

(a) S$0.35 in cash for each Offer Share (the “Cash Consideration”); OR

(b) one New Offeror Share for each Offer Share (the “Share Consideration”);
OR

(c) 50 per cent. in the form of cash at the Cash Consideration and 50 per cent.
in the form of the Share Consideration, with fractions of each New Offeror
Share to be disregarded and the cash to be rounded down to the nearest
cent; OR

(d) 25 per cent. in the form of cash at the Cash Consideration and 75 per cent.
in the form of the Share Consideration, with fractions of each New Offeror
Share to be disregarded and the cash to be rounded down to the nearest
cent.

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The New Offeror Shares are not and will not be listed on any securities
exchange.

Accordingly, shareholders of QMGL (“Shareholders”) who accept the Offer may
elect to receive all cash or all New Offeror Shares or a combination thereof as
specified in paragraphs 2.1(ii)(c) and 2.1(ii)(d) above as the Offer Consideration
for their Offer Shares. The issue price for each New Offeror Share pursuant to the
Share Consideration and the combination of cash and the New Offeror Shares in
the proportions specified in paragraphs 2.1(ii)(c) and 2.1(ii)(d) above is S$0.35.
The New Offeror Shares will rank pari passu with the existing ordinary shares in
the capital of the Offeror.

Assuming a Shareholder holds 1,000 Offer Shares, in the event that he accepts
the Offer and elects to receive:

(1) the Cash Consideration in respect of all his Offer Shares, he will receive
an aggregate of S$350.00 for all his Offer Shares; OR

(2) the Share Consideration in respect of all his Offer Shares, he will receive
1,000 New Offeror Shares for all his Offer Shares; OR

(3) the combination of both cash and New Offeror Shares in the proportion of
50 per cent. in the form of cash and 50 per cent. in the form of New
Offeror Shares, he will receive an aggregate of S$175.00 in cash and 500
New Offeror Shares for all his Offer Shares; OR

(4) the combination of both cash and New Offeror Shares in the proportion of
25 per cent. in the form of cash and 75 per cent. in the form of New
Offeror Shares, he will receive an aggregate of S$87.50 in cash and 750
New Offeror Shares for all his Offer Shares.

Shareholders may only elect one of the four forms of the Offer Consideration set
out in paragraph 2.1(ii) above and not a combination thereof in respect of their
Offer Shares.

(iii) Conditional Offer. The Offer will be subject to the Offeror having received, by the
close of the Offer valid acceptances in respect of such number of Offer Shares
which will result in the Offeror, and any parties acting in concert with it, holding
such number of Shares carrying more than 50 per cent. of the voting rights
attributable to the issued Shares as at the close of the Offer (including any voting
rights attributable to the new Shares unconditionally issued or to be issued
pursuant to the terms of the DMCA SPA).

Accordingly, the Offer will not become or be capable of being declared
unconditional as to acceptances until the close of the Offer, unless at any time
prior to the close of the Offer, the Offeror has received valid acceptances in
respect of such number of Offer Shares which will result in the Offeror and the

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parties acting in concert with it holding such number of Shares carrying more than
50 per cent. of the maximum potential issued share capital of QMGL. For this
purpose, “maximum potential issued share capital of QMGL” means the total
number of Shares which would be in issue had all 6,875,175 DMCA Consideration
Shares been issued pursuant to the terms of the DMCA SPA.

The Offer will be unconditional in all other respects.

(iv) No Encumbrances. The Offer Shares will be acquired (a) fully paid; (b) free from
any mortgage, debenture, lien, charge, pledge, title retention, right to acquire,
security interest, option, pre-emptive or similar right, right of first refusal and any
other encumbrance or condition whatsoever; and (c) together with all rights,
benefits, entitlements attached thereto as at the date of this Announcement and
thereafter attaching thereto, including the right to receive and retain all dividends,
rights and other distributions (if any) declared, paid or made by QMGL on or after
the date of this Announcement, save for the first and final dividend of S$0.011 per
Share for FY2010 (the “FY2010 Final Dividend”) declared by QMGL on 25
February 2011. For the avoidance of doubt, irrespective of the form of Offer
Consideration that the Shareholders elect to receive, the Shareholders will be
entitled to retain the FY2010 Final Dividend (if paid by QMGL).

(v) Renouncement of FY2010 Final Dividend. The payment of the FY2010 Final
Dividend to all Shareholders as at a books closure date to be determined is
subject to the approval of Shareholders at QMGL’s upcoming Annual General
Meeting (“AGM”) to be held on a date to be announced by QMGL.

In this regard, if the Offeror becomes a holder of Offer Shares as at the date of
QMGL’s abovementioned upcoming AGM, the Offeror intends and undertakes to
vote all and any such Offer Shares in favour of the resolution to approve the
FY2010 Final Dividend. Further, if the FY2010 Final Dividend is approved at
QMGL’s upcoming AGM and the Offer becomes unconditional, the Offeror will
renounce its entitlement to the FY2010 Final Dividend in respect of any Offer
Shares that are entitled to the FY2010 Final Dividend and that are validly tendered
for acceptance by Shareholders prior to the date that the Shares trade ex-
FY2010 Final Dividend (“Ex-Dividend Date”). In the event the Offer becomes
unconditional, the Offeror will pay all the accepting Shareholders their respective
Offer Consideration and pass, or make arrangements to pass, to the Shareholders
who have validly accepted the Offer prior to the Ex-Dividend Date any FY2010
Final Dividend received by the Offeror in respect of such Shareholders’ Offer
Shares.

If the Offer does not turn unconditional and lapses, all acceptances of the Offer
will be returned and all accepting Shareholders will not receive any Offer
Consideration or other amounts from the Offeror in respect of the Offer Shares
tendered. Notwithstanding the above, Shareholders will in such event continue to
be entitled to receive directly from QMGL any FY2010 Final Dividend that may be

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paid by QMGL if they hold Shares that are entitled to the FY2010 Final Dividend
on the date immediately prior to the Ex-Dividend Date.

2.2 Irrevocable Undertakings.

(i) Major Shareholder Irrevocable Undertakings. The Offeror has obtained
irrevocable undertakings (the “Major Shareholder Irrevocable Undertakings”)
from the following major Shareholders (the “Major Undertaking Shareholders”)
to (a) accept the Offer in respect of (1) the Shares held, directly or indirectly, by
each of them from the date of their respective Major Shareholder Irrevocable
Undertakings as set out in the table below and (2) any Shares which such Major
Undertaking Shareholder may acquire on or after the date of their respective
Major Shareholder Irrevocable Undertakings; and (b) elect to receive either the
Cash Consideration or the Share Consideration. The Major Shareholder
Irrevocable Undertakings will terminate, inter alia, on the close, lapse or
withdrawal of the Offer. The Major Shareholder Irrevocable Undertakings relate to
an aggregate of 55,262,502 Offer Shares, representing approximately 41.03 per
cent. of the Shares in issue as at the date of this Announcement or approximately
39.04 per cent. of the maximum potential issued share capital of QMGL.

Name of Major Date of Major Number of Percentage of Offer
Undertaking Shareholder Offer Shares Consideration
Shareholder Irrevocable issued Shares
Undertaking held (%)(1)

Commerce Asset 11 March 2011 21,737,670 15.36 Cash
Consideration
Ventures Sdn Bhd
(“CAV”)(2)

Commerce-KPF 11 March 2011 14,024,303 9.91 Cash
Consideration
Ventures Sdn Bhd
(“CKPF”)(2)

Dato’ Dr Noorul

Ameen Bin 14 March 2011 18,686,762 13.20 Share
Consideration
Mohamed Ishack
(“Dr Ameen”)(3)

Mr Karim Tajdin 14 March 2011 813,767 0.57 Share
Ali Consideration
Mohamed
(“Mr
Dhala
Karim”)(3)

Total 55,262,502 39.04

Notes:
(1) Based on the maximum potential issued share capital of QMGL of 141,559,396 Shares.

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(2) CAV and CKPF are subsidiaries of CIMB Group Holdings Berhad (“CIMB Group Holdings”),
a company listed on Bursa Malaysia. CIMB Group Holdings is also the parent company of
CIMB.

(3) Dr Ameen is the Chairman and the Managing Director of QMGL. Mr Karim is the Executive
Director of QMGL.

Pursuant to the terms of each of the Major Shareholder Irrevocable Undertakings,
each Major Undertaking Shareholder has also agreed, during the period
commencing on the date of its/his Major Shareholder Irrevocable Undertaking and
ending on the date on which its/his Major Shareholder Irrevocable Undertaking
terminates, not to, and not to permit or authorise any of its officers, employees,
subsidiaries, affiliates, agents or advisers (collectively, the “Major Undertaking
Shareholder Representatives”), directly or indirectly, to (1) encourage any
proposals or offers or engage in negotiations with any person other than the
Offeror, relating to the possible acquisition of the Shares (an “Opposing
Proposal”); (2) furnish any information regarding QMGL in connection with an
Opposing Proposal; (3) engage in discussions with respect to any Opposing
Proposal; (4) approve, endorse, recommend, vote or agree to vote, for any
Opposing Proposal; (5) enter into any agreement, arrangement or understanding
relating to any Opposing Proposal; or (6) take any actions which could reasonably
be expected to frustrate the Offer. Each Major Undertaking Shareholder has also
agreed, and will cause their respective Major Undertaking Shareholder
Representatives, to immediately cease any existing discussions with persons
other than the Offeror that relate to any Opposing Proposal.

(ii) DMC Irrevocable Undertaking. The Offeror has also obtained an irrevocable
undertaking dated 14 March 2011 from DMC (the “DMC Irrevocable
Undertaking”), that in the event he elects to accept DMCA Consideration Shares
as part of the consideration under the DMCA SPA, he irrevocably undertakes (a)
to accept the Offer in respect of (1) all the DMCA Consideration Shares to be
issued to and held by him pursuant to the DMCA SPA and (2) any Shares which
he may acquire on or aft e r 14 March 2011, and (b) elect to accept the
consideration for the Offer in respect of all such Shares in the form of 50 per cent.
in the form of cash at the Cash Consideration and 50 per cent. in the form of the
Share Consideration, with fractions of each New Offeror Share to be disregarded
and the cash to be rounded down to the nearest cent.

Pursuant to the terms of the DMC Irrevocable Undertaking, DMC has also agreed,
during the period commencing on 14 March 2011, being the date of the DMC
Irrevocable Undertaking and ending on the date on which the DMC Irrevocable
Undertaking terminates, not to, and not to permit or authorise any of his agents or
advisers (collectively, the “DMC Representatives”), directly or indirectly, to (1)
encourage any Opposing Proposal; (2) furnish any information regarding QMGL in
connection with an Opposing Proposal; (3) engage in discussions with respect to
any Opposing Proposal; (4) approve, endorse, recommend, vote or agree to vote,
f o r any Opposing Proposal; (5) enter into any agreement, arrangement or
understanding relating to any Opposing Proposal; or (6) take any actions which

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could reasonably be expected to frustrate the Offer. DMC has also agreed, and
will cause the DMC Representatives, to immediately cease any existing
discussions with persons other than the Offeror that relate to any Opposing
Proposal. The DMC Irrevocable Undertaking will terminate, inter alia, on the close,
lapse or withdrawal of the Offer.

Pursuant to the announcement dated 14 March 2011 made by QMGL (the “DMCA
SPA Election Announcement”), DMC has elected to accept, and will receive, as
the authorised nominee of the DMCA Vendor, the maximum number of DMCA
Consideration Shares i.e. 6,875,175 Shares, as part of the second tranche
consideration under the DMCA SPA. The DMC Irrevocable Undertaking will
therefore apply to all 6,875,175 Shares, representing approximately 4.86 per cent.
of the maximum potential issued share capital of QMGL, to be allotted and issued
by QMGL to DMC in accordance with the terms of the DMCA SPA.

A copy of the DMCA SPA Election Announcement is available on the website of
the Singapore Exchange Securities Trading Limited (“SGX-ST”) at www.sgx.com.

(iii) Key Shareholder Irrevocable Undertakings. The Offeror has further obtained
irrevocable undertakings (the “Key Shareholder Irrevocable Undertakings”)
each dated 14 March 2011 from certain key Shareholders (the “Key Undertaking
Shareholders”) the majority of whom are doctors employed by QMGL, its
subsidiaries and associated companies (the “QMGL Group”) as set out in
Appendix 1 hereto to (a) accept the Offer in respect of (1) all the Shares held by
each of them as at 14 March 2011, being the date of execution of the Key
Shareholder Irrevocable Undertakings, and (2) any Shares which such Key
Undertaking Shareholder may directly or indirectly acquire on or after 14 March
2011 (collectively the “Relevant Shares”); and (b) elect to receive one form of the
Offer Consideration as set out in Appendix 1 hereto. The Key Shareholder
Irrevocable Undertakings will terminate, inter alia, on the close, lapse or
withdrawal of the Offer. The Key Shareholder Irrevocable Undertakings relate to
an aggregate of 28,026,480 Offer Shares, representing approximately 20.81 per
cent. of the Shares in issue as at the date of this Announcement or approximately
19.80 per cent. of the maximum potential issued share capital of QMGL.

Pursuant to the terms of each of the Key Shareholder Irrevocable Undertakings,
each Key Undertaking Shareholder has also agreed, during the period
commencing on 14 March 2011 and ending on the date on which the Key
Shareholder Irrevocable Undertakings terminate, not to, directly or indirectly, (A)
offer, (B) sell, transfer, give or otherwise dispose of, (C) grant any option, right or
warrant to purchase in respect of, (D) charge, mortgage, pledge or otherwise
encumber, (E) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the legal, beneficial or economic consequences of
ownership of, all or any of the Relevant Shares or any interest therein, or (F) enter
into any agreement with a view to effecting any of the foregoing, and to not take
any action or omit to do any action which would cause the Key Undertaking
Shareholder to breach his obligations under the Key Shareholder Irrevocable

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Undertaking or conflict with or diminish his obligations under the Key Shareholder
Irrevocable Undertaking.

(iv) Aggregate Acceptance and Shareholding. In the event that all the Major
Undertaking Shareholders, DMC, and all the Key Undertaking Shareholders
accept the Offer in accordance with the Major Shareholder Irrevocable
Undertakings, the DMC Irrevocable Undertaking and the Key Shareholder
Irrevocable Undertakings (collectively, the “Irrevocable Undertakings”)
respectively, the Offeror would obtain acceptances in relation to an aggregate of
90,164,157 Offer Shares, representing approximately 63.69 per cent. of the
maximum potential issued share capital of QMGL.

(v) No Other Undertakings. Save as disclosed in this Announcement, as at the date
of this Announcement, neither the Offeror nor any other party acting or deemed to
be acting in concert with it has received any irrevocable undertaking from any
party to accept or reject the Offer.

(vi) Copies for Inspection. Copies of all the Irrevocable Undertakings will be made
available for inspection during normal business hours at the office of CIMB at 50
Raffles Place, #35-00 Singapore Land Tower, Singapore 048623 from the date of
this Announcement and up to the close of the Offer.

3. INFORMATION ON THE OFFEROR AND CONSORTIUM

3.1 Offeror. The Offeror is an investment holding company incorporated in Singapore on 9
November 2010. The Offeror has not carried on any business since its incorporation
except to enter into certain agreements relating to the formation of the Consortium (as
defined herein). As at the date of this Announcement:

(i) the Offeror has an issued and paid-up share capital of S$7,980,037, consisting of
102 ordinary shares (“Offeror Shares”) and 22,800,000 non-voting convertible
preference shares (“Offeror CPS”) convertible into 22,800,000 Offeror Shares, of
which:

(a) 52 Offeror Shares, representing approximately 51.0 per cent. of the
Offeror Shares in issue, and all of the Offeror CPS, are held by Healing
Quest (“HQ”), a wholly-owned subsidiary of Mulberry Asia Fund II L.P.
(“MAFII”);

(b) 25 Offeror Shares (the “A Offeror Shares”), representing approximately
24.5 per cent. of the Offeror Shares in issue, are held by Dr Ameen; and

(c) 25 Offeror Shares (the “K Offeror Shares”), representing approximately
24.5 per cent. of the Offeror Shares in issue, are held by Mr Karim; and

(ii) the directors of the Offeror are Dr Ameen, Mr Karim, Mr Kenneth Tan Jhu Hwa
(“KT”) and Mr Wong Chin Toh (“WCT”). Dr Ameen is also the Chairman of the

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board of directors of the Offeror (“Offeror Board”). KT is a Partner and WCT is a
Director, Investments, of Southern Capital Group, which manages the Mulberry
Asia group of funds, including MAFII.

The Offeror will be financing the Cash Consideration portion of the Offer through a
combination of internal resources, equity funding and bank borrowings.

Offeror Shares. The Offeror Shares (including the New Offeror Shares) are not and will
not be listed on any securities exchange. The full terms and conditions of the Offeror
Shares and the Offeror CPS are set out in the Articles of Association of the Offeror
(“Offeror Articles”), a copy of which is available for inspection during normal business
hours at the office of CIMB at 50 Raffles Place, #35-00 Singapore Land Tower, Singapore
048623 from the date of this Announcement and up to the close of the Offer. The key
terms and conditions of the Offeror Shares and the Offeror CPS will be set out in the Offer
Document (as defined herein).

Offeror CPS. The Offeror CPS also are not and will not be listed on any securities
exchange. Holders of the Offeror CPS are not entitled to receive any dividends from the
Offeror. An Offeror CPS may be converted into one new fully-paid Offeror Share at any
time. The Offeror CPS do not carry any voting rights other than that prescribed under the
Companies Act, Chapter 50 of Singapore (the “Companies Act”), i.e. in relation to any
resolutions to approve (A) any proposal that affects the rights attached to the Offeror CPS;
and (B) any winding up the Offeror, in which case each Offeror CPS shall carry one vote.
In the event of any liquidation or winding up of the Company, whether voluntary or
involuntary, the holders of Offeror CPS will be entitled to receive an amount equivalent to
the issue price of each Offeror CPS, being S$0.35, in priority to any holders of Offeror
Shares.

Transfers; Pre-emptive Right. Shareholders should note that there are restrictions on
the transferability of both the New Offeror Shares and the Offeror CPS. The Offeror
Articles provide that no shares in the capital of the Offeror may be transferred by any
person without first offering such shares to HQ, Dr Ameen and Mr Karim (the “Pre-
emptive Right”). For the avoidance of doubt, none of HQ, Dr Ameen or Mr Karim shall be
obliged to accept any such offer.

Tag-Along Right. The Offeror Articles also provide that if, following compliance with the
Pre-emptive Right, if any of HQ, Dr Ameen and Mr Karim (a “Selling Shareholder”)
wishes to sell any or all of its/his shares in the Offeror, all other shareholders of the Offeror
(including HQ, Dr Ameen and/or Mr Karim, as the case may be) shall have a right to tag-
along and require the proposed purchaser to purchase their shares in the Offeror on the
same terms. The number of shares in the Offeror that the Selling Shareholder and the
other shareholders of the Offeror (who have exercised their tag-along right) (“Tag-Along
Shareholders”) shall sell shall be the number of shares in the Offeror that the proposed
purchaser wishes to purchase pro-rated according to the respective shareholding
percentages of the Selling Shareholder and the Tag-Along Shareholders in the Offeror.

9

As an example and for illustration purposes only, assuming that there are five
shareholders of the Offeror, including HQ, Dr Ameen and Mr Karim, each holding an equal
number of 100 Offeror Shares, if Mr Karim decides to sell all of his 100 Offeror Shares to a
proposed purchaser and the other four shareholders, including HQ and Dr Ameen, decide
to exercise their tag-along right, the proposed purchaser shall be required to buy 20
Offeror Shares from each of the five shareholders of the Offeror on the same terms.
Accordingly, HQ, Dr Ameen and Mr Karim will each sell 20 Offeror Shares.

Drag-Along Right. Further, pursuant to the terms of the Offeror Articles, if, following
compliance with the Pre-emptive Right, HQ sells all (and not part only) of its shares in the
Offeror, HQ has the right, but not the obligation, to require the other shareholders of the
Offeror to sell to the proposed purchaser, on the same terms, such number of shares in
excess of the number of shares to be acquired from HQ which the proposed purchaser
wishes to purchase pro-rated accordingly to the respective shareholding percentages of
the other shareholders of the Offeror.

As an example and for illustration purposes only, again assuming that there are five
shareholders of the Offeror, including HQ, Dr Ameen and Mr Karim, each holding an equal
number of 100 Offeror Shares, if a proposed purchaser decides to buy all of HQ’s Offeror
Shares as well as all other issued Offeror Shares, HQ would be able to exercise its drag-
along right and all the other shareholders of the Offeror would be required to sell all their
Offeror Shares together with HQ to the proposed purchaser on the same terms. If the
proposed purchaser wishes to buy only 300 Offeror Shares, HQ would sell its 100 Offeror
Shares and each of the other shareholders of the Offeror would be required to sell 50
Offeror Shares to the proposed purchaser, which is such number of shares in excess of
HQ’s 100 Offeror Shares pro-rated according to the respective shareholding percentages
of the other shareholders of the Offeror.

3.2 Southern Capital Group and MAFII. Southern Capital Group is a private equity firm
which focuses on control buy-outs of middle market businesses in South-East Asia and
China and manages the Mulberry Asia group of funds, including MAFII. HQ is an
investment holding company incorporated in Mauritius on 21 February 2011, and has an
issued and paid-up share capital of US$1.00, consisting of one ordinary share of par value
US$1.00, which is held by MAFII.

3.3 Consortium Arrangements. The Offeror, HQ, Dr Ameen and Mr Karim have formed a
consortium (the “Consortium”) to undertake the Offer. The arrangements comprised in
the Consortium include the following:

(i) First Subscription. Dr Ameen, Mr Karim, HQ and the Offeror (the “Consortium
Parties”) have entered into a subscription agreement dated 14 March 2011 (the
“Subscription Agreement”) pursuant to which:

(a) on 14 March 2011, WCT has transferred the two Offeror Shares held by
him to HQ for the consideration amount of S$0.35 for each Offeror Share
and HQ has subscribed for, and been allotted and issued by the Offeror,
50 Offeror Shares (at an issue price of S$0.35 (the “Issue Price”) for each

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Offeror Share) and all the Offeror CPS (at an issue price of S$0.35
(“Offeror CPS Issue Price”) for each Offeror CPS). As at the date of this
Announcement, HQ holds in aggregate 52 Offeror Shares;

(b) Dr Ameen has on 14 March 2011 subscribed for, and been allotted and
issued by the Offeror, the A Offeror Shares at the Issue Price for each A
Offeror Share; and

(c) Mr Karim has on 14 March 2011 subscribed for, and been allotted and
issued by the Offeror, the K Offeror Shares at the Issue Price for each K
Offeror Share.

(ii) HQ Subscription. Pursuant to the terms of the Subscription Agreement, upon Dr
Ameen and Mr Karim tendering their acceptances and electing to receive the
Share Consideration in relation to their aggregate shareholding of 19,500,529
Offer Shares pursuant to their irrevocable undertakings as set out in paragraph
2.2 above, HQ will convert 19,500,529 Offeror CPS into Offeror Shares.

Under the terms of the Subscription Agreement, within a period of up to 30 days
from the close of the Offer, HQ will subscribe for such number of additional Offeror
Shares and/or Offeror CPS at the Issue Price (the “Second Subscription”) such
that it will hold an aggregate number of Offeror Shares equivalent to 50 per cent.
of the enlarged issued ordinary share capital of the Offeror and two Offeror Shares
following completion of the Second Subscription.

The terms of the Subscription Agreement also provide that HQ has the right, but
not the obligation, subject to Dr Ameen’s and Mr Karim’s approval and contingent
upon HQ holding at least 50 per cent. of the enlarged issued ordinary share
capital of the Offeror and two Offeror Shares, to subscribe at the Issue Price and
on such other terms to be agreed between the Consortium Parties for an
additional number of Offeror Shares (the “Further Subscription”), such that the
aggregate number of Offeror Shares held by HQ following completion of the
Further Subscription shall amount to not more than 75 per cent. of the enlarged
issued ordinary share capital of the Offeror.

(iii) Moratorium on Transfers by HQ and Issuance of Shares. Pursuant to the
terms of the Subscription Agreement, the Consortium Parties have agreed that
during the period commencing on the date of completion of the First Subscription
and ending on the date of completion of the Second Subscription, (a) the Offeror
will not, and HQ, Dr Ameen and Mr Karim will procure that the Offeror will not,
issue Offeror Shares or Offeror CPS other than any shares pursuant to the
Subscription Agreement and/or in connection with the Offer, and (b) HQ will not
transfer any of its Offeror Shares or Offeror CPS to any affiliate or third party
without the consent of Dr Ameen and Mr Karim.

(iv) Irrevocable Undertakings. As set out in paragraph 2.2 above, Dr Ameen and
Mr Karim have each given irrevocable undertakings in favour of the Offeror to (a)

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accept the Offer in respect of an aggregate 19,500,529 Shares, representing
approximately 14.48 per cent. of the Shares in issue as the date of this
Announcement or approximately 13.78 per cent. of the maximum potential issued
share capital of QMGL, and (b) to elect to receive the Share Consideration in
respect of all such Shares.

(v) Offeror Board Composition and Management. Pursuant to the terms of the
Subscription Agreement, the Consortium Parties have agreed that the board of
directors of the Offeror shall consist of no more than seven members, initially
comprising Dr Ameen (with Dr Ameen appointed as Chairman), Mr Karim and two
persons appointed by HQ, being KT and WCT. Following completion of the Offer,
HQ shall be entitled to appoint up to two more nominees to the board, while Dr
Ameen shall have the right to appoint to the board a representative from amongst
the doctors employed by the QMGL Group. The terms of the Subscription
Agreement also provide for rights of appointment and removal of Directors and
provisions relating to, inter alia, proceedings of meetings of Directors and
shareholders of the Offeror which are also set out in the Offeror Articles. The
Consortium Parties have also acknowledged and agreed, inter alia, that Dr Ameen
and Mr Karim shall be primarily responsible for the operations and day-to-day
management of the business of the Offeror and its subsidiaries (including,
following the close of the Offer, the QMGL Group).

(vi) Moratorium and Non-Compete. Pursuant to the terms of the Subscription
Agreement, each of Dr Ameen and Mr Karim has undertaken that he will not,
without the prior written consent of HQ:

(a) transfer all or any part of his Offeror Shares (including any New Offeror
Shares received pursuant to his acceptance of the Offer) to any other
person for as long as he is employed by QMGL or any of the subsidiaries
of QMGL; and

(b) for as long as he holds any Offeror Shares (including any New Offeror
Shares received pursuant to his acceptance of the Offer) and for a period
of two years from the date of transfer of all his Offeror Shares:

(1) engage, be employed or be interested directly or indirectly in any
business within the Restricted Territories (as defined below)
which is similar or competing with the business of the Offeror,
QMGL and their subsidiaries (“Competing Business”) (other
than as a holder of not more than five per cent. of the issued
shares or debentures of any company listed on any stock
exchange); or

(2) carry on for his own account either alone or in partnership or be
concerned as a director of any company engaged or about to be
engaged in any Competing Business within the Restricted
Territories; or

12

(3) assist with any technical advice any person, firm or company
engaged or about to be engaged in any Competing Business
within the Restricted Territories; or

(4) solicit in the Restricted Territories in competition with the business
of the Offeror, QMGL and their subsidiaries the custom of any
person, firm or company, who, at any time during the period he
held Offeror Shares, was a customer of any of the Offeror, QMGL
or their subsidiaries.

For the purposes of this Announcement, “Restricted Territories” means
Singapore, Malaysia, India, Australia and New Zealand.

(vii) Copy for Inspection. A copy of the Subscription Agreement will be made
available for inspection during normal business hours at the office of CIMB at 50
Raffles Place, #35-00 Singapore Land Tower, Singapore 048623 from the date of
this Announcement and up to the close of the Offer.

3.4 Resultant Shareholding Position. Pursuant to the Consortium arrangements, it is
therefore contemplated that following the close of the Offer:

(i) All Cash Consideration. If all Shareholders (save for the Major Undertaking
Shareholders (including Dr Ameen and Mr Karim), DMC and the Key Undertaking
Shareholders) accept the Offer and elect to receive the Cash Consideration as the
Offer Consideration for all their Offer Shares, and assuming that:

(a) the maximum number of DMCA Consideration Shares are issued;

(b) the Major Undertaking Shareholders (including Dr Ameen and Mr Karim),
DMC and the Key Undertaking Shareholders accept the Offer in
accordance with their respective Irrevocable Undertakings; and

(c) HQ holds such number of Offeror Shares representing 50 per cent. of the
enlarged issued ordinary share capital of Offeror and two Offeror Shares,

the resultant ordinary shareholdings of the Offeror will be as follows:

Name of Offeror Shareholder Percentage of
issued Offeror Shares (%)(1)
HQ
Dr Ameen 50.0
Mr Karim 23.6
DMC
Key Undertaking Shareholders 1.0
4.3
21.1

13

Name of Offeror Shareholder Percentage of
Total issued Offeror Shares (%)(1)

100.0

Note: Also assuming that all 22,800,000 Offeror CPS are converted into Offeror Shares by HQ
(1) and HQ undertakes the Second Subscription.

If the Further Subscription proceeds and HQ subscribes for such number of
Offeror Shares such that on completion of the Further Subscription, the aggregate
number of Offeror Shares held by HQ amounts to 75 per cent. of the enlarged
issued ordinary share capital of the Offeror, the resultant ordinary shareholdings of
the Offeror will be as follows:

Name of Offeror Shareholder Percentage of
issued Offeror Shares (%)(1)
HQ
Dr Ameen 75.0
Mr Karim 11.8
DMC
Key Undertaking Shareholders 0.5
Total 2.2
10.5
100.0

Note: Also assuming that all 22,800,000 Offeror CPS are converted into Offeror Shares by HQ
(1) and HQ undertakes the Second Subscription and the Further Subscription.

(ii) All Share Consideration. If all Shareholders (save for the Major Undertaking
Shareholders (including Dr Ameen and Mr Karim), DMC and the Key Undertaking
Shareholders) accept the Offer and elect to receive the Share Consideration as
the Offer Consideration for all their Offer Shares, and assuming that:

(a) the maximum number of DMCA Consideration Shares are issued;

(b) the Major Undertaking Shareholders (including Dr Ameen and Mr Karim),
DMC and the Key Undertaking Shareholders accept the Offer in
accordance with their respective Irrevocable Undertakings; and

(c) HQ holds such number of Offeror Shares representing 50 per cent. of the
enlarged issued ordinary share capital of Offeror and two Offeror Shares,

the resultant ordinary shareholdings of the Offeror will be as follows:

14

Name of Offeror Shareholder Percentage of
issued Offeror Shares (%)(1)
HQ
Dr Ameen 50.0
Mr Karim 10.3
DMC
Key Undertaking Shareholders 0.4
Other Shareholders 1.9
Total 9.2
28.2

100.0

Note: Also assuming that all 22,800,000 Offeror CPS are converted into Offeror Shares by HQ
(1) and HQ undertakes the Second Subscription.

If the Further Subscription proceeds and HQ subscribes for such number of
Offeror Shares such that on completion of the Further Subscription, the aggregate
number of Offeror Shares held by HQ amounts to 75 per cent. of the enlarged
issued ordinary share capital of the Offeror, the resultant ordinary shareholdings of
the Offeror will be as follows:

Name of Offeror Shareholder Percentage of
issued Offeror Shares (%)(1)
HQ
Dr Ameen 75.0
Mr Karim 5.1
DMC 0.2
Key Undertaking Shareholders 0.9
Other Shareholders 4.6
Total 14.2

100.0

Note: Also assuming that all 22,800,000 Offeror CPS are converted into Offeror Shares by HQ
(1) and HQ undertakes the Second Subscription and the Further Subscription.

4. INFORMATION ON QMGL

QMGL is a public company incorporated in Singapore on 28 September 2007 and listed
on the Catalist board of the SGX-ST (“SGX Catalist”) on 1 September 2008. The QMGL
Group is a provider of primary healthcare services in Malaysia, Singapore and other
countries in the region. As at the date of this Announcement, QMGL has an issued and
paid-up share capital of RM60,332,000 comprising 134,684,221 Shares.

15

5. RATIONALE FOR THE OFFER

5.1 Intention to Delist and Privatise QMGL. As set out in paragraph 7 below, the Offeror is
making the Offer with a view to delisting QMGL from the SGX Catalist and depending on
the outcome of the Offer, the Offeror intends to exercise its rights of compulsory
acquisition under the Companies Act.

5.2 Greater Management Flexibility. The Consortium Parties believe that privatising QMGL
from the SGX Catalist will give more flexibility in managing the business of the QMGL
Group and optimise the use of its management and capital resources.

5.3 Opportunity to Realise Investment. The Consortium Parties are of the view that the
historical trading liquidity of the Shares on the SGX Catalist has been generally low. As
such, the Cash Consideration represents an opportunity for Shareholders to realise their
investment in the Shares at an attractive premium over the historical market prices of the
Shares for cash without incurring brokerage and other trading costs.

5.4 Opportunity to Re-invest. As many of the Shareholders are currently practising doctors
and employees within the QMGL Group, the Consortium Parties believe that offering
Offeror Shares as a form of consideration will provide such employees of the QMGL
Group with the opportunity (as an alternative to receiving solely the Cash Consideration) to
re-invest in the QMGL Group through the Offeror and to participate in the future financial
performance of the Offeror and its subsidiaries (including the QMGL Group).

6. OFFEROR’S INTENTIONS FOR QMGL

The Offeror intends for the QMGL Group to continue its existing business activities and
does not intend to make any changes to the QMGL Group’s leadership and management.
The existing management team led by Dr Ameen and Mr Karim will continue to drive
strategy and business of the QMGL Group. The Offeror therefore has no plans to (a)
introduce any major changes to the business of the QMGL Group or its operations, (b) re-
deploy any of the fixed assets of the QMGL Group or (c) discontinue the employment of
any of the existing employees of the QMGL Group, other than in the ordinary course of
business.

7. DELISTING AND COMPULSORY ACQUISITION

7.1 Delisting. Under Rule 1104 of the SGX-ST Listing Manual Section B : Rule of Catalist
(“SGX Catalist Listing Rules”), where a takeover offer is made for the securities of
QMGL, upon the announcement by the Offeror that acceptances have been received by it,
and parties acting in concert with it, to above 90 per cent. of the total number of issued
Shares, the SGX-ST may suspend the listing of the Shares until it is satisfied that at least
10 per cent. of the issued Shares are held by at least 200 shareholders who are members
of the public.

In addition, under Rule 724 of the SGX Catalist Listing Rules, if the percentage of the
issued Shares held in public hands falls below 10 per cent., QMGL must, as soon as

16

practicable, notify its sponsor of, and announce, that fact. The SGX-ST may suspend
trading of all the Shares on the SGX-ST. Rule 725 of the SGX Catalist Listing Rules
provides that the SGX-ST may allow QMGL a period of three months, or such longer
period as the SGX-ST may agree, to raise the percentage of securities in public hands to
at least 10 per cent., failing which QMGL may be delisted from the SGX-ST.

It is the intention of the Offeror to make QMGL its wholly-owned subsidiary. It is
therefore not the intention of the Offeror to preserve the listing status of QMGL and
the Offeror does not intend to take steps for any trading suspension of the Shares
by the SGX-ST to be lifted in the event that, inter alia, less than 10 per cent. of the
Shares (excluding treasury shares) are held in public hands.

7.2 Compulsory Acquisition. Pursuant to Section 215(1) of the Companies Act, if the
Offeror receives valid acceptances of the Offer or acquires Offer Shares during the Offer
period otherwise than through valid acceptances of the Offer in respect of not less than 90
per cent. of the total number of issued Shares (other than those already held by the
Offeror, its related corporations or their respective nominees as at the date of this
Announcement), the Offeror would be entitled to exercise the right to compulsorily acquire
all the Shares of the Shareholders who have not accepted the Offer (“Dissenting
Shareholders”).

In such event, the Offeror intends to exercise its right to compulsorily acquire all
the Offer Shares not acquired under the Offer at the Cash Consideration of S$0.35
for each Offer Share. The Offeror will then proceed to delist the Company from SGX
Catalist.

Dissenting Shareholders have the right under and subject to Section 215(3) of the
Companies Act, to require the Offeror to acquire their Shares in the event that the Offeror,
its related corporations or their respective nominees acquire, pursuant to the Offer, such
number of Shares which, together with the Shares held by the Offeror, its related
corporations or their respective nominees, comprise 90 per cent. or more of the total
number of issued Shares. Dissenting Shareholders who wish to exercise such right are
advised to seek their own independent legal advice

8. FINANCIAL ASPECTS OF THE OFFER

The Cash Consideration of S$0.35 represents:

(i) a premium of approximately 25.00 per cent. over the last transacted price of
S$0.28 per Share as quoted on the SGX-ST on 14 March 2011, being the last
market day on which the Shares were traded on the SGX-ST prior to the release
of this Announcement;

(ii) a premium of approximately 25.27 per cent. over the volume weighted average
price (“VWAP”) of approximately S$0.2794 per Share on the SGX-ST for the one-
month period prior to the release of this Announcement;

17

(iii) a premium of approximately 49.13 per cent. over the VWAP of approximately
S$0.2347 per Share on the SGX-ST for the three-month period prior to the release
of this Announcement;

(iv) a premium of approximately 70.48 per cent. over the VWAP of approximately
S$0.2053 per Share on the SGX-ST for the six-month period prior to the release
of this Announcement;

(v) a premium of approximately 16.67 per cent. over the highest traded price on the
SGX-ST of S$0.3000 per Share since the listing of QMGL on the SGX Catalist on
1 September 2008 (“Listing”) and up to the release of this Announcement;

(vi) a premium of approximately 40.00 per cent. over QMGL’s initial public offering
issue price of S$0.2500 per Share undertaken in connection with the Listing; and

(vii) a premium of approximately 81.10 per cent. over the unaudited net asset value
per Share of the QMGL Group as at 31 December 2010 (assuming an exchange
rate of S$1.00: RM2.39).

9. CONFIRMATION OF FINANCIAL RESOURCES

CIMB, as financial adviser to the Offeror in connection with the Offer, confirms that, save
for the 19,500,529 Offer Shares in aggregate which Dr Ameen and Mr Karim have
undertaken to elect to receive the Share Consideration pursuant to their respective Major
Shareholder Irrevocable Undertakings, sufficient financial resources are available to the
Offeror to satisfy full acceptance of the Offer, on the basis of the Cash Consideration.

10. DISCLOSURE OF SHAREHOLDINGS AND DEALINGS

10.1 Shareholdings and Dealings in Shares.

(i) Shareholdings. As at the date of this Announcement, QH Sdn Bhd (“QHSB”)
holds 13,323,088 Shares, representing approximately 9.89 per cent. of the Shares
in issue as at the date of this Announcement or approximately 9.41 per cent. of the
maximum potential issued share capital of QMGL. As at the date of this
Announcement, Dr Ameen and Mr Karim legally and beneficially hold 57.8 per cent.
and 42.2 per cent. of the ordinary shares in the capital of QHSB respectively and
are deemed to be interested in the Shares held by QHSB.

Save as disclosed above and in this Announcement, neither the Offeror nor any of
the following persons (each a “Relevant Person”) owns or controls or has agreed
to acquire (a) any Shares; (b) securities which carry voting rights in QMGL; (c)
securities which are convertible into Shares or securities which carry voting rights
in QMGL; or (d) rights to subscribe for, or options in respect of, such Shares or
securities (collectively, “QMGL Securities”):

(1) MAFII;

18

(2) HQ;

(3) each of Southern Capital Partners II L.P. (“SCPLP GP”), Southern Capital
Partners II Limited (“SCPL GP”), Southern Capital Advisors II Limited and
Southern Capital Management Limited, being the general partner of MAFII,
the general partner of SCPLP GP, the investment adviser to MAFII and
the holding company of both SCPL GP and the investment adviser to
MAFII respectively;

(4) the directors of the Offeror (other than Dr Ameen and Mr Karim);

(5) each of Dr Ameen and Mr Karim;

(6) QHSB; and

(7) CIMB.

(ii) No Dealings. As at the date of this Announcement, neither the Offeror nor any of
the Relevant Persons has dealt for value in any QMGL Securities during the three-
month period immediately preceding the date of this Announcement (the
“Reference Period”).

10.2 Shareholdings and Dealings in Offeror Shares. As at the date of this Announcement,
save as disclosed in this Announcement, none of the Relevant Persons owns, controls or
has agreed to acquire (a) any Offeror Shares; (b) securities which carry voting rights in the
Offeror; (c) securities which are convertible into Shares or securities which carry voting
rights in the Offeror; or (d) rights to subscribe for, or options in respect of, such Offeror
Shares or securities.

10.3 Confidentiality. In the interests of confidentiality, the Offeror has not made any enquiries
prior to this Announcement in respect of certain other parties who are or may be deemed
to be acting in concert with the Offeror in connection with the Offer. Further enquiries will
be made of such persons subsequent to this Announcement and the relevant disclosures
will be made in due course and in the Offer Document.

11. OFFER DOCUMENT

A formal document, setting out the terms and conditions of the Offer and enclosing the
appropriate form(s) of acceptance of the Offer (the “Offer Document”), will be despatched
to holders of the Offer Shares not earlier than 14 days and not later than 21 days from the
date of this Announcement.

12. OVERSEAS SHAREHOLDERS

12.1 Overseas Shareholders. The availability of the Offer to Shareholders whose addresses
are outside Singapore as shown in the register of the Company or, as the case may be, in

19

the records of The Central Depository (Pte) Limited (the “Overseas Shareholders”) may
be affected by the laws of the relevant overseas jurisdictions. Accordingly, Overseas
Shareholders should inform themselves about and observe any applicable legal
requirements. Further details in relation to the Overseas Shareholders will be contained in
the Offer Document.

12.2 Copy of the Offer Document. Where there are potential restrictions on sending the Offer
Document to any overseas jurisdictions, the Offeror and CIMB reserve the right not to
send the Offer Document to such overseas jurisdictions. Any affected Overseas
Shareholder may nonetheless obtain a copy of the Offer Document from the Offeror
through QMGL’s share registrar, M & C Services Private Limited, at its office located at
138 Robinson Road, #17-00 The Corporate Office, Singapore 068906. Alternatively, an
affected Overseas Shareholder may write to the Offeror c/o M & C Services Private
Limited at the address listed above to request the Offer Document to be sent to an
address in Singapore by ordinary post at his own risk, up to three market days prior to the
close of the Offer.

For the avoidance of doubt, the Offer will be made to all Shareholders including those to
whom the Offer Document will not be sent.

13. RESPONSIBILITY STATEMENT

The directors of the Offeror (including any who may have delegated detailed supervision of
this Announcement) have taken all reasonable care to ensure that the facts stated and all
opinions expressed in this Announcement are fair and accurate and that no material facts
have been omitted from this Announcement, and they jointly and severally accept
responsibility accordingly. Where any information has been extracted or reproduced from
published or publicly available sources (including, without limitation, in relation to the
QMGL Group), the sole responsibility of the directors of the Offeror has been to ensure
through reasonable enquiries that such information is accurately extracted from such
sources or, as the case may be, reflected or reproduced in this Announcement.

Issued by
CIMB Bank Berhad, Singapore Branch

For and on behalf of
Qualitas Healthcare Holdings Limited

15 March 2011
Singapore

Any inquiries relating to this Announcement or the Offer should be directed to the following
individuals:

Mr Mah Kah Loon Mr Jason Chian Siet Heng
Head, Corporate Finance Director, Corporate Finance

20

CIMB Bank Berhad, Singapore Branch CIMB Bank Berhad, Singapore Branch
Tel: +65 6210 8956 Tel: +65 6210 8956

21

Appendix 1
Key Shareholder Irrevocable Undertakings

Name of Key Undertaking Number of Offer Percentage of Offer
Shareholder Shares held issued Shares Consideration
114,679
Abdul Rahman Bin Sunar (%)(1) 25% Cash, 75%
726,458 0.08 New Offeror Shares
Abraham A/L Mathew
1,318,227 0.51 50% Cash, 50%
Abu Kassim Bin Abdul Majid New Offeror Shares
255,230 0.93
Alagaratnam Sivarajah 50% Cash, 50%
0.18 New Offeror Shares

All Cash

Aloysius Lee Kee Hin 1,595,026 1.13 All Cash

Amirtha Davi A/P K S Sabaratnam 245,935 0.17 All New Offeror
Amrit Kaur Cheema I/K Mohan Singh 1,121,389 0.79 Shares
Chandran A/L M Manikam 478,979 0.34
Francis Lisa Muga 2,002,680 1.41 All New Offeror
Frank Tan Eng Huat 189,420 0.13 Shares

50% Cash, 50%
New Offeror Shares

50% Cash, 50%
New Offeror Shares

All Cash

Gana Baskaran A/L Nadason @ 209,210 0.15 50% Cash, 50%
Darzin 465,499 0.33 New Offeror Shares
Inderjit Singh Ludher 1,634,667 1.15
679,766 0.48 All New Offeror
Kamal Ariffin Bin Habib 363,307 0.26 Shares

Keshab Chandran A/L Kpn Nair 25% Cash, 75%
New Offeror Shares
Koh Ah Seong
All New Offeror
Shares

All Cash

22

Name of Key Undertaking Number of Offer Percentage of Offer
Shareholder Shares held issued Shares Consideration
182,000
Krishnan A/L Retnam 704,819 (%)(1) All New Offeror
240,935 0.13 Shares
Lai Boon Deng 202,879 0.50
2,122,269 0.17 50% Cash, 50%
Lim Bee Yuen 526,521 0.14 New Offeror Shares
832,859 1.50
M Ravindran @ M Ravidran 267,285 0.37 All New Offeror
1,157,407 0.59 Shares
Mary A/P Rayappan 981,407 0.19
1,332,531 0.82 All New Offeror
Mohan Dhas Pankajan A/L Punna 1,362,728 0.69 Shares
Pankajan 1,341,557 0.94
Mohan Singh A/L Amar Singh 185,269 0.96 50% Cash, 50%
1,314,243 0.95 New Offeror Shares
Mohd Faiz Gan Bin Abdullah 0.13
0.93 25% Cash, 75%
Mohd Pishal @ Mohd Faisal Bin New Offeror Shares
M.Pauzi
Moideen Bin Mohamed 25% Cash, 75%
New Offeror Shares
Muhammad Gowdh Bin Muhammed
Jaffar All New Offeror
Ramakrishnan A/L Murugapan Shares

Ravi A/L Nadarajan 25% Cash, 75%
New Offeror Shares
Renuka A/P R.Yogalingam
All New Offeror
Soong Yin Leong Shares

All New Offeror
Shares

50% Cash, 50%
New Offeror Shares

50% Cash, 50%
New Offeror Shares

All New Offeror
Shares

All Cash

Sudhandhira Kumar A/L Rengasam Y 1,762,656 1.25 25% Cash, 75%
New Offeror Shares

23

Name of Key Undertaking Number of Offer Percentage of Offer
Shareholder Shares held issued Shares Consideration

Syed Alwi Bin Osman 505,979 (%)(1) All New Offeror
Shares
0.36
All Cash
Tengku Rethwan Bin Tengku Mansor 573,588 0.41

Tengku Zurina Binti Tengku Ubaidillah 650,769 0.46 25% Cash, 75%
Toh Cheng Keat 378,307 New Offeror Shares

0.27 50% Cash, 50%
New Offeror Shares

Total 28,026,480 19.80

Note:
(1) Based on the maximum potential issued share capital of QMGL of 141,559,396 Shares.

24