Circular

(I) PROPOSED DISPOSAL BY PUNCAK NIAGA HOLDINGS BERHAD (“PUNCAK” OR “COMPANY”) OF A PIECE OF LEASEHOLD LAND HELD UNDER PAJAKAN NEGERI 77570, LOT 7093, SITUATED IN MUKIM IJOK, DAERAH KUALA SELANGOR, NEGERI SELANGOR (“LOT 7093”) TO ALPHA GALAXY SDN BHD (“AGSB”) FOR A CASH CONSIDERATION OF RM98,624,609.08 (“PROPOSED DISPOSAL OF LAND 1”)

(II) PROPOSED DISPOSAL BY PUNCAK OF A PIECE OF LEASEHOLD LAND HELD UNDER PAJAKAN NEGERI 77572, LOT 7095, SITUATED IN MUKIM IJOK, DAERAH KUALA SELANGOR, NEGERI SELANGOR (“LOT 7095”) TO ALPHA GALAXY 1 BERHAD (“AG1B”) FOR A CASH CONSIDERATION OF RM106,324,088.04 (“PROPOSED DISPOSAL OF LAND 2”)

(III) PROPOSED DISPOSAL BY PUNCAK NIAGA MANAGEMENT SERVICES SDN BHD (“PNMSSB”), A WHOLLY-OWNED SUBSIDIARY OF PUNCAK, OF A PIECE OF LEASEHOLD LAND HELD UNDER PAJAKAN NEGERI 77571, LOT 7094, SITUATED IN MUKIM IJOK, DAERAH KUALA SELANGOR, NEGERI SELANGOR (“LOT 7094”) TO AGSB FOR A CASH CONSIDERATION OF RM101,117,051.86 (“PROPOSED DISPOSAL OF LAND 3”)

(COLLECTIVELY REFERRED TO AS THE “PROPOSED DISPOSAL OF LANDS”)

PART A : PROPOSED ACQUISITION BY PUNCAK NIAGA OF THE ENTIRE ISSUED SHARE
CAPITAL OF TRIPLC BERHAD FROM PIMPINAN EHSAN BERHAD FOR A CASH CONSIDERATION OF RM210,000,000
(“PROPOSED ACQUISITION”)

PART B : INDEPENDENT ADVICE LETTER FROM PUBLIC INVESTMENT BANK BERHAD TO
THE NON-INTERESTED SHAREHOLDERS OF PUNCAK NIAGA IN RELATION TO THE PROPOSED ACQUISITION

(II) PROPOSED DISPOSAL BY PUNCAK NIAGA HOLDINGS BERHAD OF 70.00% EQUITY
INTEREST HELD IN SYARIKAT BEKALAN AIR SELANGOR SDN BHD AND RM212.0 MILLION NOMINAL VALUE OF REDEEMABLE
CONVERTIBLE UNSECURED LOAN STOCKS TO PENGURUSAN AIR SELANGOR SDN BHD (FORMERLY KNOWN AS TEMASEK TIASA
SDN BHD)
(COLLECTIVELY REFERRED TO AS “PROPOSED DISPOSALS”)

(I) PROPOSED DISPOSAL BY PUNCAK NIAGA HOLDINGS BERHAD (“PNHB”) OF THE
ENTIRE EQUITY INTEREST AND CUMULATIVE CONVERTIBLE REDEEMABLE PREFERENCE SHARES HELD IN PUNCAK NIAGA (M)
SDN BHD TO PENGURUSAN AIR SELANGOR SDN BHD (FORMERLY KNOWN AS TEMASEK TIASA SDN BHD) (“AIR
SELANGOR”)

(II) PROPOSED DISPOSAL BY PNHB OF 70% EQUITY INTEREST HELD IN SYARIKAT
BEKALAN AIR SELANGOR SDN BHD AND RM212.0 MILLION NOMINAL VALUE OF REDEEMABLE CONVERTIBLE UNSECURED LOAN
STOCKS TO AIR SELANGOR
(COLLECTIVELY REFERRED TO AS THE “PROPOSED DISPOSALS”)

(I) PROPOSED ISSUE OF UP TO 40,910,609 FREE WARRANTS IN PUNCAK NIAGA
HOLDINGS BERHAD (“PNHB”) (“WARRANTS”) ON THE BASIS OF ONE (1) WARRANT FOR EVERY TEN (10) EXISTING
ORDINARY SHARES OF RM1.00 EACH IN PNHB HELD BY THE ENTITLED SHAREHOLDERS OF PNHB

(II) PROPOSED ISSUE OF A FIVE (5)-YEAR REDEEMABLE CONVERTIBLE SECURED
SUKUK IJARAH OF UP TO RM165.0 MILLION IN NOMINAL VALUE