Ucrest BhdMYX: UCREST

Circular to Shareholders in relation to the proposed establishment of an ESOS

Oct 28, 2025 at 7:58 AM UTC · Issued by Ucrest Bhd

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers 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.

This Circular has been reviewed by TA Securities Holdings Berhad as the Adviser to UCrest Berhad ("UCrest" or "Company") for the Proposed ESOS (as defined herein).

UCREST BERHAD

(Registration No.: 199701004560 (420056-K)) (Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE: PROPOSED ESTABLISHMENT OF AN EMPLOYEES' SHARE OPTION SCHEME ("ESOS") OF UP TO 30% OF THE TOTAL NUMBER OF ISSUED SHARES IN UCREST (EXCLUDING TREASURY SHARES, IF ANY) AT ANY ONE TIME DURING THE DURATION OF THE ESOS FOR THE ELIGIBLE DIRECTORS AND EMPLOYEES OF UCREST AND ITS SUBSIDIARIES (EXCLUDING DORMANT SUBSIDIARIES, IF ANY) ("PROPOSED ESOS") AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Adviser

The Notice of Extraordinary General Meeting of the Company ("EGM") together with the Proxy Form are

enclosed in this Circular. The details of the EGM are as follows:

Day, date and time of the : EGM

Venue of the EGM

Last day, date and time for

lodging the Proxy Form

Wednesday, 12 November 2025 at 12.00 p.m. or after the conclusion or

adjournment (as the case may be) of the 28thAnnual General Meeting of the Company scheduled to be held on the same day at 11.00 a.m., whichever is later

Greens III, Sports Wing, Tropicana Golf & Country Resort, Jalan Kelab Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan

: Monday, 10 November 2025 at 12.00 p.m. or at any adjournment thereof

You are entitled to attend and vote at the EGM or to appoint a proxy or proxies to attend and vote on your

behalf. The completed Proxy Form must be lodged at the office of the Company's Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd situated at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or to be deposited in the drop box located at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively to lodge electronically via Vistra Share Registry and IPO (MY) portal at https://srmy.vistra.com, on or before the date and time indicated above. The lodging of the Proxy Form will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

This Circular is dated 28 October 2025

DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this Circular and the accompanying appendices:

COMPANIES AND ORGANISATIONS:

"BNM" : Bank Negara Malaysia

"Bursa Depository" : Bursa Malaysia Depository Sdn Bhd

"Bursa Securities" : Bursa Malaysia Securities Berhad

"MOF" : Ministry of Finance of Malaysia "TA Securities" or "Adviser" : TA Securities Holdings Berhad "UCrest" or "Company" : UCrest Berhad

"UCrest Group" or "Group" : UCrest and its subsidiaries, collectively "WHO" : World Health Organisation GENERAL:

"AI" : Artificial Intelligence

"Act" : Companies Act 2016

"Announcement" : Announcement of the Company dated 10 October 2025 in relation to

amongst others, the Proposed ESOS

"Board" : Board of Directors of UCrest

"By-Laws" : The by-laws governing the ESOS, as may be modified, varied and/or amended from time to time

"Circular" : This circular to shareholders of the Company in relation to the Proposed ESOS dated 28 October 2025

"CMSA" : Capital Markets and Services Act 2007

"Date of Offer" : The date on which an Offer (including a subsequent Offer) is made to

an Eligible Person by the ESOS Committee

"Directors" : Directors of the Company, based on the meaning under Section 2(1) of the Act and Section 2(1) of the CMSA

"Effective Date" : The effective date for the implementation of the Proposed ESOS "EGM" : Extraordinary general meeting of UCrest

"Eligible Director(s)" : Director(s) of the Group (excluding dormant subsidiaries, if any) who

fulfil(s) the criteria of eligibility for participation in the Proposed ESOS

"Eligible Person(s)" : Any Eligible Director(s) and/or employee(s) of the UCrest Group

(excluding dormant subsidiaries, if any), who fulfil(s) the criteria for eligibility for participation in the Proposed ESOS

"EPS" : Earnings per Share

"ESOS" : Employees' share option scheme

"ESOS Committee" : The committee comprising such persons as appointed and authorised by

the Board to implement and administer the ESOS in accordance with the provisions of the By-Laws

DEFINITIONS (CONT'D)

"ESOS Option(s)" : Option(s) with the right to subscribe for new UCrest Shares to be

granted under the Proposed ESOS

"Former ESOS" : UCrest's former ESOS, which was implemented on 26 April 2018 and

subsequently terminated on 10 October 2025 "Former ESOS By-Laws" : The by-laws governing the Former ESOS

"Former ESOS Options" : Options with the right to subscribe for new UCrest Shares granted under

the Former ESOS

"FYE" : Financial year ended/ending 31 May, as the case may be

"Government" : Government of Malaysia

"Grantee(s)" : Eligible Person(s) who has/ have accepted the Offer

"ICT" : Information communication technology

"IoT" : Internet of Things

"Interested Person(s)" : A director, major shareholder or chief executive of the Company or of

its holding company

"Listing Requirements" : ACE Market Listing Requirements of Bursa Securities

"LPD" : 21 October 2025, being the latest practicable date prior to the printing of this Circular

"LPS" : Loss per Share

"Management" : Management of the UCrest Group

"Maximum Limit" : The maximum number of new Shares which may be allotted and issued

pursuant to the exercise of the ESOS Options granted under the Proposed ESOS, which shall not in aggregate exceed 30% of the total number of issued Shares (excluding treasury shares, if any) at any point in time during the duration of the Proposed ESOS

"MFRS 2" : Malaysian Financial Reporting Standard 2 - Share-based Payment as issued by the Malaysian Accounting Standard Board

"NA" : Net assets attributable to owners of the Company

"Offer(s)" : Written offer(s) made by the ESOS Committee to an Eligible Person to participate in the Proposed ESOS in the manner indicated in the By-

Laws

"Option Price" : The price payable by a Grantee to subscribe for each new Share upon

the exercise of the ESOS Options "Person(s) Connected" : As defined under the Listing Requirements

"Proposed ESOS" : Proposed establishment of an ESOS of up to 30% of the total number

of issued Shares (excluding treasury shares, if any) at any one time during the duration of the ESOS for the Eligible Persons

"Proposed Private Placement" : Proposed private placement of up to 74,383,000 new UCrest Shares

representing approximately 10% of the total number of issued UCrest Shares (excluding any treasury shares)

"RM" and "sen" : Ringgit Malaysia and sen, respectively

"Termination Date" : The effective date of termination of the Proposed ESOS "UCrest Shares" or "Shares" : Ordinary shares in the Company

"USD" : US Dollars

DEFINITIONS (CONT'D)

"VWAP" : Volume weighted average market price

All references to "the Company" in this Circular are to UCrest, references to "the Group" are to the Company and its subsidiaries. All references to "we", "us", "our" and "ourselves" are to the Company, or where the context requires, the Group. All references to "you" in this Circular are references of the shareholder of the Company. Words incorporating the singular shall, where applicable, include the plural and vice versa and words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include a corporation, unless otherwise specified.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise specified.

[The rest of this page has been intentionally left blank] EXECUTIVE SUMMARY THIS EXECUTIVE SUMMARY SETS OUT SALIENT INFORMATION ON THE PROPOSED ESOS. PLEASE READ THIS CIRCULAR AND ITS APPENDICES CAREFULLY FOR FURTHER DETAILS BEFORE VOTING.

Key information	Description
Details	The Proposed ESOS involves the establishment of an ESOS of up to 30% of the total number of issued Shares (excluding any treasury shares, if any) at any one time during the duration of the ESOS for the Eligible Persons. The Option Price shall be based on the 5-day VWAP of the Shares immediately preceding the Date of Offer, with a discount of not more than 10% (or such other percentage of discount as may be permitted by Bursa Securities or any other relevant authorities from time to time during the duration of the Proposed ESOS). Refer to Section 2 of this Circular for further details.
Utilisation of proceeds	The actual amount of proceeds to be received from the Proposed ESOS will depend on, amongst others, the number of ESOS Options granted and exercised at the relevant point of time and the Option Price. As such, the actual amount and timing of proceeds to be received upon exercise of ESOS Options and the timeframe for utilisation of such proceeds are not determinable at this juncture. Nevertheless, the Management intends to use the proceeds arising from the exercise of the ESOS Options for the general working capital requirements of the Group, as and when the proceeds are received throughout the duration of the Proposed ESOS, as the Board may deem fit. Refer to Section 2.13 of this Circular for further details.
Rationale	The Proposed ESOS is intended to achieve the following objectives: to recognise the contributions and services of the Eligible Persons that are considered vital to the operations and continued growth of the UCrest Group and to reward such Eligible Persons by allowing them to participate in the UCrest Group's profitability by way of potentially realising capital gains that may arise from appreciation in the price of the UCrest Shares; to align the Eligible Persons' interests to those of the shareholders of UCrest to drive longer term shareholder value enhancement; to motivate the Eligible Persons towards improved performance through greater productivity and loyalty; to instil a greater sense of belonging and dedication as the Eligible Persons are given the opportunity to participate directly in the long term development and growth of the UCrest Group; and to attract and retain high-calibre Eligible Persons, and in turn enable the Group to better retain its talent pool and minimise any potential loss of performing key personnel. Refer to Section 3 of this Circular for further details.
Approvals required	The Proposed ESOS is subject to approvals from the shareholders at the EGM to be convened and Bursa Securities for the listing and quotation of such number of UCrest Shares, representing up to 30% of the Company's total number of issued Shares (excluding treasury shares, if any) to be allotted and issued pursuant to the exercise of the ESOS Options under the Proposed ESOS, on the ACE Market of Bursa Securities. The approval from Bursa Securities was obtained on 24 October 2025. Refer to Section 8 of this Circular for further details.

TABLE OF CONTENTS LETTER TO THE SHAREHOLDERS IN RELATION TO THE PROPOSED ESOS: PAGE

INTRODUCTION 1
DETAILS OF THE PROPOSED ESOS 2
RATIONALE FOR THE PROPOSED ESOS 8
PREVIOUS FUND-RAISING EXERCISE 9
INDUSTRY OUTLOOK AND PROSPECTS 9
EFFECTS OF THE PROPOSED ESOS 12
HISTORICAL PRICES OF UCREST SHARES 14
APPROVALS REQUIRED 14
CONDITIONALITY OF THE PROPOSED ESOS 14
CORPORATE PROPOSAL ANNOUNCED BUT PENDING COMPLETION 15
INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVE AND/OR PERSONS CONNECTED WITH THEM 15
RECOMMENDATION AND BASIS OF RECOMMENDATION 15
TIMEFRAME FOR COMPLETION/IMPLEMENTATION 16
EGM 16
FURTHER INFORMATION 16

APPENDICES

DRAFT BY-LAWS 17

FURTHER INFORMATION 48

NOTICE OF EGM ENCLOSED ADMINISTRATIVE GUIDE FOR THE EGM ENCLOSED PROXY FORM ENCLOSED Board of Directors

UCREST BERHAD

(Registration No.: 199701004560 (420056-K)) (Incorporated in Malaysia)

Registered Office:

Unit 30-01, Level 30, Tower A Vertical Business Suite Avenue 3, Bangsar South No. 8, Jalan Kerinchi

59200 Kuala Lumpur, Malaysia

28 October 2025

Eg Kah Yee (Chairman / Managing Director)

N Chanthiran A/L Nagappan (Independent Non-Executive Director)

Chuan Tsui Ju (Independent Non-Executive Director)

Prof. Low Teck Seng (Independent Non-Executive Director)

Dato' Dr. Mohd Fikri Bin Abdullah (Independent Non-Executive Director)

Eg Kaa Chee (Non-Independent Non-Executive Director)

Abdul Razak Bin Dato' Haji Ipap (Non-Independent Non-Executive Director)

To: Shareholders of UCrest Dear Shareholders, PROPOSED ESOS

INTRODUCTION
On 10 October 2025, TA Securities announced on behalf of the Board that the Company proposed to undertake, amongst others, the Proposed ESOS.
On 24 October 2025, Bursa Securities had vide its letter, approved the listing and quotation for such number of UCrest Shares, representing up to 30% of the Company's total number of issued Shares (excluding any treasury shares, if any) to be allotted and issued pursuant to the exercise of ESOS Options under the Proposed ESOS, on the ACE Market of Bursa Securities, subject to the conditions as stated in Section 8 of this Circular.
Further details of the Proposed ESOS are set out in the ensuing sections of this Circular.
THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE SHAREHOLDERS WITH DETAILS ON THE PROPOSED ESOS, TO SET OUT THE BOARD'S RECOMMENDATIONS AND TO SEEK SHAREHOLDERS' APPROVAL FOR THE RESOLUTIONS PERTAINING TO THE PROPOSED ESOS TO BE TABLED AT THE FORTHCOMING EGM. THE NOTICE OF EGM TOGETHER WITH THE PROXY FORM ARE ENCLOSED TOGETHER WITH THIS CIRCULAR. SHAREHOLDERS ARE ADVISED TO READ AND CONSIDER THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDICES CONTAINED HEREIN CAREFULLY BEFORE VOTING ON THE RESOLUTIONS PERTAINING TO THE PROPOSED ESOS TO BE TABLED AT THE FORTHCOMING EGM.

DETAILS OF THE PROPOSED ESOS

The Proposed ESOS involves the granting of ESOS Options to the Eligible Persons who fulfil the criteria of eligibility for participation in the Proposed ESOS to subscribe for new Shares at the Option Price in accordance with the By-Laws.

The Proposed ESOS shall be governed by the By-Laws and will be administered by the ESOS Committee. The ESOS Committee shall comprise such persons as appointed and authorised by the Board. As at the LPD, the composition of the ESOS Committee has yet to be determined.

The salient terms and conditions of the Proposed ESOS are set out in the following subsections of Section 2 of this Circular. The draft By-Laws is set out in Appendix I of this Circular.

Termination of the Former ESOS

On 26 April 2018, the Company implemented the Former ESOS entailing the issuance of up to 15% of the total number of issued shares (excluding treasury shares, if any) of UCrest. The Former ESOS was originally effective for a period of 5 years and scheduled to expire on 25 April 2023. Subsequently, on 29 March 2023, the Former ESOS was extended for an additional 5 years and will expire on 25 April 2028 in accordance with the Former ESOS By-Laws.

Since the effective date of the Former ESOS on 26 April 2018, the Company has granted a total of 181,652,000 Former ESOS Options under the Former ESOS. As at 10 October 2025 (being the date of termination of the Former ESOS), out of the 181,652,000 granted Former ESOS Options:

92,790,000 Former ESOS Options were exercised, representing approximately 12.47% of the total number of issued Shares; and

88,862,000 Former ESOS Options were cancelled/lapsed.

Out of the 181,652,000 Former ESOS Options granted, 24.34% were granted to the eligible directors and senior management of the Group (excluding dormant subsidiaries). The breakdown of the Former ESOS Options granted to the executive directors and non-executive directors is as follows:

Category	Former ESOS Options Granted (%)
Executive directors	3.83
Non-executive directors	10.40
TOTAL	14.23

The Company had on 10 October 2025 terminated the Former ESOS and intends to replace it with the Proposed ESOS. According to the By-Law 19.7 of the Former ESOS By-Laws, the Company may at any time during the duration of the Former ESOS, terminate the Former ESOS and shall immediately announce to Bursa Securities:

the effective date of the termination of the Former ESOS;
the number of Former ESOS Options exercised or UCrest Shares vested; and
the reasons and justification for termination.

Please refer to the announcement made by the Company on 10 October 2025 for further information on the termination of the Former ESOS.

The Company has decided to terminate the Former ESOS as approximately 89.66% of the ESOS Options available under the Former ESOS had already been granted, and the Board does not intend to grant any further Former ESOS Options. Although the Former ESOS was originally valid until 25 April 2028, the limited remaining pool of Former ESOS Options that may be granted restricted the Company's ability to continue offering meaningful equity-based incentives to the Eligible Persons.

The Proposed ESOS will therefore enable the Company to refresh its incentive structure, ensuring continuous alignment of interests between the Eligible Persons and shareholders of the Company, while supporting the Group's ongoing growth objectives.

Maximum number of new Shares available under the Proposed ESOS
Each ESOS Option shall be exercisable into 1 new Share, in accordance with the provisions of the By-Laws.
The maximum number of new Shares which may be allotted and issued pursuant to the exercise of the ESOS Options under the Proposed ESOS shall not, in aggregate, exceed 30% of the total number of issued Shares (excluding treasury shares, if any), at any point in time during the duration of the Proposed ESOS.
In the event that the Company purchases its own Shares in accordance with Section 127 of the Act, cancels or reduces its own Shares or undertakes any other corporate proposals, which in turn had resulted in the total number of new Shares to be issued arising from the exercise of the ESOS Options granted under the Proposed ESOS to exceed the Maximum Limit, no further Offers shall be made by the ESOS Committee until such time the total number of new Shares to be issued arising from the exercise of the ESOS Options granted or to be granted under the Proposed ESOS falls below the Maximum Limit at any point in time during the duration of the Proposed ESOS.
Basis of allotment and maximum allowable allotment of new Shares
Subject to the Maximum Limit and any adjustments which may be made under the By-Laws, the aggregate number of ESOS Options that may be allocated to an Eligible Person at any time under the Proposed ESOS shall be determined by the ESOS Committee at its sole and absolute discretion after taking into consideration factors which include, amongst other, the Eligible Person's employment grade, seniority, designation, length of service, work performance and contributions towards the business, operations and success of the Group, and/or such other factors that the ESOS Committee may deem relevant, subject to the following conditions:
1. the total number of new Shares made available under the Proposed ESOS shall not, in aggregate, exceed the Maximum Limit at any point in time during the duration of the Proposed ESOS;
2. the allocation to an Eligible Person who, either singly or collectively through the Persons Connected with him/her, holds 20% or more of the total number of issued Shares (excluding treasury shares, if any), shall not exceed 10% of the total number of new Shares made available under the Proposed ESOS;
3. not more than 70%(1)of the total number of new Shares made available under the Proposed ESOS shall be allocated, in aggregate, to the Eligible Directors and senior management(2)of the Group (excluding dormant subsidiaries, if any);
4. the Eligible Directors and senior management(2)of the Group (excluding dormant subsidiaries, if any) and the members of the ESOS Committee who are Eligible Persons shall not participate in the deliberation or discussion of their respective allocation of ESOS Options as well as allocation of ESOS Options to the Persons Connected with them, if any; and
5. any performance target to be achieved before the ESOS Options can be granted and/or exercised by an Eligible Person shall be determined by the ESOS Committee,
  provided always that it is in accordance with the Listing Requirements or any prevailing guidelines, rules and/or regulations issued by Bursa Securities and/or any other relevant authorities, as may be amended from time to time.
  Notes:
  1. The breakdown of percentage between the Eligible Directors and senior management of the Group (excluding dormant subsidiaries, if any) shall be determined at the discretion of the ESOS Committee. This threshold was determined after considering the number of directors and senior management of the Group (excluding dormant subsidiaries, if any) who are eligible to participate in the Proposed ESOS, and in recognition that such Eligible Directors and senior management of the Group (excluding dormant subsidiaries, if any) are the key drivers that spearhead and strategise the long term direction, performance and growth of the Group's businesses. Based on the estimate as at the LPD, there are 7 Eligible Directors and 1 senior management personnel who are eligible to participate in the Proposed ESOS.
    The allocation of not more than 70% is intended to further incentivise the Eligible Directors and senior management of the Group (excluding dormant subsidiaries, if any) for their future contribution towards improving the Group's overall financial performance and enhancing the total returns, including the appreciation of share price and dividend to the shareholders.
    As such, the Proposed ESOS aims to reward and retain the Eligible Directors and senior management of the Group (excluding dormant subsidiaries, if any) for their attainment of higher performance, commitment, dedication and loyalty, which is expected to result in improved shareholders' value.
  2. Senior management shall refer to an employee within the Group (excluding dormant subsidiaries, if any) holding the position of C-suite Executives, Vice President, or Director, nominated at any time, subject to the eligibility criteria and any other criteria to be determined by the ESOS Committee from time to time.
    The ESOS Committee may from time to time at its sole and absolute discretion decide whether the allocation and granting of the ESOS Options to the Eligible Persons will be based on staggered granting during the duration of the Proposed ESOS. The ESOS Committee may at its sole and absolute discretion decide whether the ESOS Options will be subject to any vesting period, and if so, to determine the vesting conditions, including whether such vesting conditions are subject to performance target, of which such determination will be carried out at a later date after the establishment of the Proposed ESOS and the formation of the ESOS Committee.
Eligibility
Subject to the sole and absolute discretion of the ESOS Committee, whose decision shall be final and binding, only Eligible Persons who fulfil the following criteria as at the Date of Offer shall be eligible to participate in the Proposed ESOS:
1. in respect of an employee, he/she:
  1. is at least 18 years of age;
  2. is neither an undischarged bankrupt nor subject to any bankruptcy proceedings;
  3. is an employee employed on a full-time basis for at least 1 year (or such other period as may be determined by the ESOS Committee) and is on the payroll of any company within the Group (excluding dormant subsidiaries, if any), and that his/her employment has been confirmed by the Group (excluding dormant subsidiaries, if any, and irrespective of whether he/she was transferred to a subsidiary within the Group (excluding dormant subsidiaries, if any), in which case he/she must have been a confirmed employee in that subsidiary within the Group (excluding dormant subsidiaries, if any)) and has not served a notice of resignation or received a notice of termination; and
  4. fulfils such other eligibility criteria and/or falls within such grade/category as may be determined by the ESOS Committee from time to time; or
2. in respect of a director, he/she:
  1. is at least 18 years of age;
  2. is neither an undischarged bankrupt nor subject to any bankruptcy proceedings;
  3. has been appointed for at least 1 year (or such other period as may be determined by the ESOS Committee) of any company within the Group (excluding dormant subsidiaries, if any) and remains appointed as at the Date of Offer;
  4. has not served a notice of resignation or received a notice of termination; and
  5. fulfils such other eligibility criteria and/or falls within such grade/category as may be determined by the ESOS Committee from time to time.
The non-executive Directors of the Company are eligible to participate in the Proposed ESOS, subject always to the eligibility criteria set out in the By-Laws.
The ESOS Committee may at its sole and absolute discretion determine any additional criteria on eligibility and allocation of the ESOS Options to the Eligible Persons from time to time, and such criteria shall be made available to the Eligible Persons. An Eligible Person must fulfil such criteria and/or fall within such category or designation of employment as may be determined by the ESOS Committee, whose decision shall be final and binding. Notwithstanding the above, the ESOS Committee may, at its sole and absolute discretion, waive any of such conditions of eligibility.
If any Eligible Person, who is an Interested Person or any Persons Connected with any of the Interested Persons, shall be eligible to participate in the Proposed ESOS, the specific allocation of the ESOS Options granted by the Company to such Interested Persons and/or Persons Connected with them under the Proposed ESOS must first be approved by the shareholders of the Company at a general meeting, provided that such Interested Persons and/or Persons Connected with them shall not vote on the resolution approving their respective allocation and/or allocation to Persons Connected with them.
Eligibility under the Proposed ESOS shall not confer upon an Eligible Person a claim or right to participate in or any rights whatsoever under the Proposed ESOS and an Eligible Person does not acquire or have any rights over or in connection with the ESOS Options unless an Offer has been made in writing by the ESOS Committee to the Eligible Person and the Eligible Person has accepted the Offer in accordance with the terms of the Offer and the provisions of the By-Laws.
Acceptance of the Offer
An Offer made by the ESOS Committee shall be valid for a period of 14 days from the Date of Offer or such longer period as may be determined or extended by the ESOS Committee on a case-to-case basis at its sole and absolute discretion ("Validity Period") and shall be accepted by an Eligible Person within the Validity Period by written notice to the ESOS Committee accompanied by a payment to the Company of a nominal non-refundable sum of RM1.00 only, as consideration for the grant of the ESOS Options.
If an Offer is not accepted in the prescribed manner within the Validity Period, the Offer shall automatically lapse upon the expiry of the said Validity Period and be null and void, with no further force and effect.
Option Price
Subject to any adjustment made in accordance with the By-Laws and pursuant to the Listing Requirements, the Option Price shall be a price to be determined by the Board upon recommendation of the ESOS Committee, based on the 5-day VWAP of the Shares immediately preceding the Date of Offer, with a discount of not more than 10% (or such other percentage of discount as may be permitted by Bursa Securities or any other relevant authorities from time to time during the duration of the Proposed ESOS).
The Option Price as determined by the Board shall be conclusive and binding on the Grantees, subject to any adjustments that may be made in accordance with the By-Laws.
Exercise of ESOS Options
A Grantee shall notify the ESOS Committee in writing in the prescribed form of his/her intention to exercise the ESOS Options on any market day or such other period that may be stipulated by the ESOS Committee. For the avoidance of doubt, a Grantee shall notify the ESOS Committee in writing in the prescribed form of his/her intention to exercise the ESOS Options on the next immediate market day if the days stipulated above do not fall on a market day.
Subject to the provisions of the By-Laws, the ESOS Options may be exercised in full or in respect of such lesser number of Shares in multiples of 100 Shares or such number of Shares constituting a board lot as permitted to be traded on Bursa Securities by the Listing Requirements and/or applicable laws. Such partial exercise of the ESOS Options shall not preclude the Grantee from exercising the remaining ESOS Options at any other time within the Option Period.
If the balance of ESOS Options, when exercised by a Grantee, shall result in less than 100 Shares, or such number of Shares constituting a board lot as permitted to be traded on Bursa Securities by the Listing Requirements and/or applicable laws, the balance shall be exercised in a single tranche.
Ranking of the new Shares to be allotted and issued pursuant to the exercise of the ESOS Options
The new Shares to be allotted and issued arising from the exercise of the ESOS Options will be subject to the provisions of the Constitution of the Company and shall, upon allotment and issuance, rank equally in all respects with the then existing Shares, save and except that the holders of such new Shares will not be entitled to any dividends, rights, allotments and/or any other form of distributions, which may be declared, made or paid to the Company's shareholders, the entitlement date of which precedes the relevant date of allotment and issuance of such new Shares.
Duration of the Proposed ESOS
The Effective Date shall be the date of full compliance of the Proposed ESOS with all relevant requirements of the Listing Requirements.
The Proposed ESOS shall be in force for a period of 5 years from the Effective Date. On or before the expiry of the initial 5-year period, the Proposed ESOS may be extended at the sole and absolute discretion of the Board upon the recommendation of the ESOS Committee, provided always that the initial period and such extension of the Proposed ESOS shall not in aggregate exceed a duration of 10 years (or such other period as may be prescribed by Bursa Securities in compliance with the Listing Requirements or any other relevant authorities) from the Effective Date.
For the avoidance of doubt, no further sanction, approval or authorisation of the Company's shareholders in a general meeting is required for any such extension. In the event the Proposed ESOS is extended in accordance with the provision of the By-Laws, the ESOS Committee shall furnish a written notification to all Grantees and the Company shall make the necessary announcements to Bursa Securities within 30 days prior to the expiry of the initial 5-year period.
Retention period
The new Shares to be allotted and issued to the Grantees pursuant to the exercise of the ESOS Options will not be subject to any retention period or restriction on transfer, disposal and/or assignment, unless otherwise stated in the Offer as may be determined by the ESOS Committee from time to time at its sole and absolute discretion. However, Grantees are encouraged to hold the Shares as investment rather than for any speculative purposes and/or for the realisation of any immediate gain.
Notwithstanding the above, in accordance with Rule 8.22 of the Listing Requirements, a Grantee who is a non-executive Director must not sell, transfer or assign the Shares obtained through the exercise of the ESOS Options offered to him/her pursuant to the Proposed ESOS within 1 year from the Date of Offer of such ESOS Options, or such other period as may be prescribed by Bursa Securities in compliance with the Listing Requirements.
Modifications, variations and/or amendments to the Proposed ESOS
Subject to the provisions of the By-Laws and compliance with the Listing Requirements and any other relevant rules and regulations, the ESOS Committee may at any time and from time to time recommend to the Board any additions, modifications or amendments to and/or deletions of the By-Laws as it shall at its sole and absolute discretion thinks fit, and the Board shall have the power at any time and from time to time by resolution to add to, amend or modify and/or delete all or any of the By-Laws under such recommendation, provided that no such addition, amendment or modification and/or deletion shall be made which would either:
1. materially prejudice the rights then accrued to any Grantee without his/her prior consent; or
2. alter to the advantage of any Grantee without the prior approval of the shareholders in a general meeting.
  Subject to the compliance with the Listing Requirements and any other relevant rules and regulations, the prior approval of Bursa Securities and/or any other relevant authorities is not required for any subsequent amendment or modification to the By-Laws. However, a letter of compliance together with the amended By-Laws shall be submitted to Bursa Securities within 5 market days after the effective date of the amendments in the manner prescribed by the Listing Requirements, each time an amendment or modification is made, stating that the amendment or modification is in compliance with the relevant provisions of the Listing Requirements and Rules of Bursa Depository.
Alteration of share capital and adjustment
In the event of any alteration in the capital structure of the Company during the duration of the Proposed ESOS, whether by way of a capitalisation issue, rights issue, bonus issue, consolidation or subdivision of Shares or capital reduction or any other variation of capital, the Company shall cause such adjustment to be made to the number of new Shares comprised in the ESOS Options granted to each Grantee (excluding the ESOS Options already exercised) and/or the Option Price in accordance with the provisions of the By-Laws.
Utilisation of proceeds
The actual amount of proceeds to be received from the Proposed ESOS will depend on, amongst others, the number of ESOS Options granted and exercised at the relevant point of time and the Option Price. As such, the actual amount and timing of proceeds to be received upon exercise of ESOS Options and the timeframe for utilisation of such proceeds are not determinable at this juncture.
Notwithstanding the above, the Management intends to use the proceeds arising from the exercise of the ESOS Options for the general working capital requirements of the Group, as and when the proceeds are received throughout the duration of the Proposed ESOS, as the Board may deem fit. The general working capital requirements of the Group includes, amongst others, payment to trade creditors, staff costs, rental costs and utilities expenses.
Pending utilisation of proceeds raised as and when the ESOS Options are exercised, the proceeds will be placed in deposits with licensed financial institutions or short-term money market instruments. The interests derived from the deposits with financial institutions or any gains arising from the short-term money market instruments will be similarly used for the general working capital requirements of the Group. The estimated expenses associated with the implementation and administration of the Proposed ESOS of approximately RM0.15 million will be funded from the proceeds to be raised from the Proposed Private Placement.
Termination of the Proposed ESOS
Subject to compliance with the Listing Requirements and any other relevant authorities' requirements, regulatory guidelines or directives, the Proposed ESOS may be terminated by the Company at any time before its expiry without obtaining the approvals or consents from the Grantees or its shareholders. The Company shall immediately announce its decision to terminate the ESOS to Bursa Securities before its expiry and the announcement shall include:
1. the Termination Date;
2. the number of ESOS Options exercised or Shares vested under the ESOS; and
3. the reasons for termination of the ESOS.
  In the event of termination as above, the following provisions shall apply:
  1. no further Offers shall be made by the ESOS Committee from the Termination Date;
  2. all Offers which have yet to be accepted by Eligible Persons shall automatically lapse on the Termination Date;
  3. all Offers, ESOS Options and/or Shares which have yet to be vested in the Eligible Persons shall automatically lapse on the Termination Date; and
  4. all outstanding ESOS Options which have yet to be exercised by the Grantees shall automatically lapse on the Termination Date and become null and void.

Proposed specific allocation

Pursuant to Rule 6.07(1) of the Listing Requirements, the Company shall not issue any Shares or other convertible securities to the Interested Persons, or a Person Connected with the Interested Persons, unless the shareholders of the Company have approved the specific allotment to be made to them in a general meeting.

Accordingly, the Company will seek the approval of the Company's shareholders at the EGM to be convened for the proposed allocation of the ESOS Options to the following persons:

Name

Designation

Eg Kah Yee

N Chanthiran A/L Nagappan Chuan Tsui Ju

Prof. Low Teck Seng

Dato' Dr. Mohd Fikri Bin Abdullah Eg Kaa Chee

Abdul Razak Bin Dato' Haji Ipap

Chairman / Managing Director

Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director

Non-Independent Non-Executive Director

RATIONALE FOR THE PROPOSED ESOS
The Proposed ESOS is intended to achieve the following objectives:
1. to recognise the contributions and services of the Eligible Persons that are considered vital to the operations and continued growth of the UCrest Group and to reward such Eligible Persons by allowing them to participate in the UCrest Group's profitability by way of potentially realising capital gains that may arise from appreciation in the price of the UCrest Shares;
2. to align the Eligible Persons' interests to those of the shareholders of UCrest to drive longer term shareholder value enhancement;
3. to motivate the Eligible Persons towards improved performance through greater productivity and loyalty;
4. to instil a greater sense of belonging and dedication as the Eligible Persons are given the opportunity to participate directly in the long term development and growth of the UCrest Group; and
5. to attract and retain high-calibre Eligible Persons, and in turn enable the Group to better retain its talent pool and minimise any potential loss of performing key personnel.
The Proposed ESOS is also extended to the non-executive Directors of the Company to recognise their contribution towards the growth and performance of the Group and to enable them to participate in the future growth of the Group. The non-executive Directors of the Company are recognised for their roles in providing valuable insights in deliberations of the Board matters, such as corporate governance, internal controls, risk management and finance, which form the foundation to protect the interests of all stakeholders, including shareholders of the Company. Thus, their participation in the equity of the Company is not expected to impair their independent judgement or ability to act in the best interest of the Company, as the allocation and/or granting of ESOS Options to them is determined by the ESOS Committee. Furthermore, the respective non-executive Directors will abstain from deliberating on the allocation of the ESOS Options to themselves as well as to Persons Connected with them, if any.
In determining the allocation of the ESOS Options to the non-executive Directors of the Company, the ESOS Committee will take into consideration, amongst other factors, the proportion of ESOS Options to be allocated to the non-executive Directors, to ensure that such allocation does not comprise whether individually or collectively, a significant portion of the ESOS Options available under the Proposed ESOS, and the potential shareholdings of the non-executive Directors upon full exercise of the ESOS Options granted to them.
In addition, as set out in Section 2.10 of this Circular, there will also be a retention period imposed on the non-executive Directors of the Company, in which they shall not sell, transfer or assign the Shares obtained through the exercise of the ESOS Options offered to him/her within 1 year from the Date of Offer of such ESOS Options, or such other period as may be prescribed by Bursa Securities in compliance with the Listing Requirements.
The Board is of the view that it is in the interest of the Company to grant ESOS Options to the Eligible Persons to motivate and incentivise the key management and employees to drive growth and improvement in the financial performance of the Group, which is aligned with the interests of the shareholders of the Company.
PREVIOUS FUND-RAISING EXERCISE
Save for the Proposed Private Placement which has yet to be implemented, the Company has not undertaken any fund-raising exercises in the past 12 months preceding the Announcement.
INDUSTRY OUTLOOK AND PROSPECTS
1. Overview and outlook of the Malaysian economy
  For the year as a whole, the Malaysian economy grew by 5.1% in 2024 (2023: 3.6%), due to continued expansion in domestic demand and a rebound in exports. On the domestic front, growth was mainly driven by stronger household spending reflecting favourable labour market conditions, policy measures to support households and healthy household balance sheets. In addition, strong investment approvals and further progress of multi-year projects by the private and public sectors, which includes catalytic initiatives under national master plans (i.e. New Industrial Master Plan, National Energy Transition Roadmap, and National Semiconductor Strategy) provided further impetus to investment growth. On the external front, exports recovered amid steady global growth, continued tech upcycle as well as higher tourist arrivals and spending. This provided support to the current account, leading to a continued surplus of 1.7% of gross domestic product in 2024 (1.5% in 2023) (Source: Economic and Financial Developments in Malaysia in the Fourth Quarter of 2024, BNM)
  The Malaysian economy expanded by 4.4% in the second quarter of 2025 (1Q 2025: 4.4%), driven by robust domestic demand. Household spending was higher amid positive labour market conditions and income-related policy measures, including the upward revision of minimum wage and civil servant salaries. Of significance, both private and public investments recorded stronger expansion, supported by the realisation of new and existing projects. In the external sector, export growth was slower due mainly to lower commodities-related exports. This was partially offset by continued electrical and electronics exports and robust tourism activity. At the same time, import growth was higher, driven by strong demand for capital goods, reflecting higher investment activities. On the supply side, growth was driven by the services and manufacturing sectors. The services sector was supported by consumer-related and Government services. Steady growth in domestic-oriented clusters underpinned the performance in the manufacturing sector. Overall growth was weighed down by a contraction in the mining sector amid lower commodities production. On a quarter-on-quarter, seasonally-adjusted basis, growth expanded by 2.1% (1Q 2025: 0.7%). (Source: Economic and Financial Developments in Malaysia in the Second Quarter of 2025, BNM)
  The growth in 2025 is projected between 4.5% and 5.5%, supported by a resilient external sector, benefitting from improved global trade and stronger demand for electrical and electronic goods, leveraging the country's strategic position within the semiconductor supply chain. Additionally, robust domestic demand, fuelled by strong private sector expenditure, will support the expansion, through continued implementation of key national master plans and ongoing initiatives. A pertinent initiative which is Government-Linked Enterprises Activation and Reform Program, will synergise efforts across Government-linked entities to catalyse growth in high growth sectors, encompassing energy transition, advanced manufacturing, food security, healthcare, Islamic finance and biopharmaceuticals. The potential investment from this initiative is expected to amount to RM120 billion over the span of five years. (Source: Budget 2025 - Economic Outlook, MOF)
2. Overview and outlook of the healthcare industry in Malaysia and Singapore Malaysia
  The Government is steadfast in improving healthcare facilities and services whereby the healthcare sector was given high priority with an average share of 9.9% of total allocation over the last five years. While Malaysia's healthcare system is affordable and universally accessible, rising healthcare costs, emerging and re-emerging diseases, illnesses as well as sedentary lifestyles have posed a challenge in providing affordable and efficient public healthcare service. This highlights the need for comprehensive reforms to improve service quality and access, health insurance policy as well as public awareness towards healthy lifestyle.
  For healthcare, the Government is committed to provide expeditious services to the rakyat, and will significantly enhance the delivery system to achieve universal access to quality services. This includes expanding mobile community services, upgrading equipment and facilities in hospitals and clinics, while ensuring adequate number of healthcare personnel to create a more conducive environment across all centres. At the same time, efforts will also be given to transform the healthcare system from focusing on treating illnesses to disease prevention. Budget 2025 will ensure the sustainability of public healthcare system through innovative financing in acquiring medical equipment, to address the issue of high cost in procuring and replacing equipment due to rapid advancement of technology.
  Medical tourism has been identified as one of the niche industries in Malaysia, offering compelling opportunities for ASEAN countries looking to expand their healthcare options and explore new avenues for economic growth. Equipped with one of the best healthcare systems, with extensive medical expertise as well as Muslim friendly medical facilities and treatments, Malaysia has become a global hub for medical tourists seeking high-quality healthcare services at competitive prices. In 2023, revenue generated from medical tourism in Malaysia reached RM2.25 billion, nearly a fourfold increase compared to 2021. The Government has been instrumental in promoting medical tourism through strategic policies aimed at easing visa restrictions, investing in healthcare infrastructure and actively promoting the country as a medical tourism hub. The Malaysia Healthcare Travel Council ("MHTC") will engage in reinvigorating the healthcare tourism industry in an effort to establish a larger market base, especially in targeted markets such as China, India and Indonesia.
  In 2025, the MHTC estimates the industry's revenue at RM2.9 billion, supported by more focused and segmentised campaigns.
  (Source: Budget 2025 - Economic Outlook, MOF)
  Singapore
  According to the 2023 Legatum Prosperity Index, Singapore ranked 1stamong 104 countries in the "health component" category, which measures the extent to which people are healthy and have access to the services needed to maintain good health. According to the Ministry of Health (Singapore), the Singapore National Health Expenditure could increase to USD43 billion in 2030. Healthcare spending, comprising both public and private healthcare expenditure, is expected to account for 5.9% of gross domestic product and could go up to 9.0% by that same time. This increase is largely attributed to rising government spending on healthcare, as well as the local population's consumption of healthcare services, due largely to an aging population and a trend towards earlier diagnosis of chronic conditions, close monitoring and follow up.
  The Singapore Health Ministry's mandate is to deliver affordable healthcare, ensure good medical outcomes, reduce illness and promote good health, and ensure that the country is resilient against communicable disease threats and civil emergencies. A USD5.6 billion budget has been allocated to address infrastructure concerns in the short and long term, as well as to support healthcare provisions and subsidies for the poor. The three key areas of focus are healthcare infrastructure, healthcare delivery, and managing the associated costs and issues related to an aging population. This budget also includes larger subsidies for surgical implants, the treatment and management of chronic diseases, as well as funding programs to promote healthy lifestyle and active-aging programs.
  (Source: Singapore Country Commercial Guide - Leading Sectors for US Exports & Investments, Healthcare, International Trade Administration)
3. Overview and outlook of the digital healthcare industry
  The 2030 Agenda for Sustainable Development highlights that the spread of ICT and global interconnectedness has great potential to accelerate human progress, to bridge the digital divide and to develop knowledge societies.
  Digital transformation of healthcare can be disruptive; however, technologies such as the IoT, virtual care, remote monitoring, AI, big data analytics, blockchain, smart wearables, platforms, tools enabling data exchange and storage and tools enabling remote data capture and the exchange of data and sharing of relevant information across the health ecosystem creating a continuum of care have proven potential to enhance health outcomes by improving medical diagnosis, data-based treatment decisions, digital therapeutics, clinical trials, self-management of care and person-centred care as well as creating more evidence-based knowledge, skills and competence for professionals to support health care.
  Despite the considerable progress made by some countries, many countries still require institutional support for the development and consolidation of national eHealth and/or digital health strategies and the implementation of their action plans, which usually requires more resources and capabilities. The global strategy on digital health will enhance and complement the work of existing and newly created digital health networks. The Health Assembly requested the Director-General to provide normative guidance in digital health, including "through the promotion of evidence-based digital health interventions". WHO subsequently issued its guideline with 10 evidence-based recommendations on digital interventions for health system strengthening.
  Digital health should be an integral part of health priorities and benefit people in a way that is ethical, safe, secure, reliable, equitable and sustainable. It should be developed with principles of transparency, accessibility, scalability, replicability, interoperability, privacy, security and confidentiality.
  (Source: Global strategy on digital health 2020-2025, WHO)
4. Prospects and outlook of the UCrest Group
  The UCrest Group is principally involved in the development and marketing of digital health related products/services, as well as provision of mobile healthcare services in addition to ICT products and services. The Group's revenue for the FYE 31 May 2025 was mainly derived from the international market i.e., Singapore, with a 99.68% (or RM18.06 million) contribution whilst the remaining 0.32% (or RM0.06 million) was derived from Malaysia, demonstrating UCrest's ability to capture opportunities in advanced regional market and positions the Group to scale its solutions globally.
  The core product/service of UCrest is the iMedic application ("iMedic™"). iMedic™ is a fully integrated digital healthcare platform powered by AI and IoT medical devices. Unlike traditional telemedicine solutions, iMedic™ connects entire healthcare ecosystem through a unified platform, enabling seamless interaction among patients, doctors, and caregivers.
  iMedic™ provides a comprehensive, one-stop digital healthcare platform that connects doctors, patients, and caregivers within a single ecosystem. Medical professionals can conduct remote consultations, access AI-driven diagnostic insights, prescribe digitally and monitor patients through IoT connected devices. Patients can consult doctors worldwide, manage their personal health records and track real-time health data from wearables and medical devices, while caregivers receive AI powered alerts and predictive insights to stay informed of their dependents' or elderly patients' conditions. Together, these integrated features enable continuous, connected, and proactive healthcare management across the entire care journey. The revenue generated from iMedic™ is mainly through annual subscription fees from its users, platform service charges to doctors and software licensing fees from hospitals, pharmaceutical and insurance companies.
  The Group has been actively promoting iMedic™ to increase awareness of this application and enhance the adoption of this application, through partnership with medical associations, collaboration with medical device manufacturers to bundle iMedic™ in their products and promotional campaigns (e.g. roadshows, sponsorship events and advertisements). Further, the Group is always improving and upgrading the iMedic™ to enhance its competitiveness.
  The Group's competitive advantage lies in its integrated healthcare ecosystem that connects doctors, patients, and caregivers through a single cloud-based platform. Leveraging proprietary AI and IoT technologies, the platform delivers data-driven healthcare insights and improved patient outcomes.
  Supported by strong partnerships with hospitals, insurers, and medical associations, UCrest Group is well-positioned to scale regionally and globally, reinforcing its leadership in digital healthcare innovation.
  The Group believes that the industry outlook for digital healthcare is entering a phase of rapid expansion driven by rising health awareness, demand for remote medical care, and rapid advancements in AI and IoT. In addition to strong government and institutional support for telehealth and cost-efficient healthcare solutions, the Group is well-positioned to scale its presence through regional expansion, enhanced AI capabilities, deeper IoT integration, and strategic partnerships with insurers and pharmaceutical companies.
  Moving forward, the Group will be continuously seeking market opportunities in the domestic and foreign markets either through acquisition, joint venture or collaboration to strengthen its market presence, as well as continuously improve its services or products to expand its customer base. In the near term, the focus will be on expanding iMedic™'s adoption in Asia with stronger AI and IoT integration, followed by building data ecosystems and institutional partnerships to drive recurring revenues. Over the longer term, the Group aims to expand into the United States and Europe, positioning iMedic™ as a leading global digital healthcare platform.
  The Board believes that the Proposed ESOS would help to strengthen employee motivation and retention across the Group, while aligning the interests of eligible employees with the long term performance of the Group, thereby supporting operational stability and enhancing income sustainability. Premised on the above and the prospects of the healthcare industry and digital healthcare industry as set out in Sections 5.2 and 5.3 of this Circular, the Board believes that the Proposed ESOS is in the best interest of the Group.
  (Source: The Management)

EFFECTS OF THE PROPOSED ESOS

The Proposed ESOS is not expected to have any immediate effect on the issued share capital of the Company, NA, NA per Share and gearing of the Group until such time when Shares are issued pursuant to the Proposed ESOS. In this regard, any potential effects on the issued share capital of the Company, NA, NA per Share and gearing of the Group will depend on the actual number of Shares to be issued upon the exercise of the ESOS Options granted under the Proposed ESOS and the Option Price.

For illustrative purposes and following the Board's intent to implement the Proposed Private Placement prior to the Proposed ESOS, the pro forma effects of the Proposed ESOS on UCrest's issued share capital, NA, NA per Share, gearing, EPS and the substantial shareholders' shareholdings are set out below:

Issued share capital

The pro forma effects of the Proposed ESOS on the issued share capital of UCrest are as follows:

	No. of Shares	RM
As at the LPD	743,827,450	56,971,275
Shares to be issued pursuant to the Proposed Private Placement	74,383,000	4,834,895(1)
After the Proposed Private Placement	818,210,450	61,806,170
Shares to be issued pursuant to the Proposed ESOS	245,463,000(2)	15,955,095(3)
Enlarged share capital	1,063,673,450	77,761,265

Notes:

Based on the indicative issue price of RM0.065 per placement share to be issued pursuant to the Proposed Private Placement.
Based on 30% of the total issued Shares of UCrest upon completion of the Proposed Private Placement.
Based on an illustrative Option Price of RM0.065 per ESOS Option.

NA and gearing
Save for the potential impact of MFRS 2 and the estimated expenses for the Proposed ESOS, the Proposed ESOS is not expected to have any immediate effects on the NA, NA per Share and gearing of the Group until such time when the ESOS Options are granted and exercised into new Shares. Any potential effects on the Group's NA, NA per Share and gearing ratio would depend on, amongst others, the Option Price, the actual number of new Shares to be allotted and issued upon the exercise of the ESOS Options at the relevant point in time, the vesting conditions (if applicable) and the potential effect on the Group's future earnings arising from the adoption of the MFRS 2.
For illustrative purposes, upon the exercise of the ESOS Options, the Group's NA per Share is expected to:
1. increase if the Option Price is higher than the Group's NA per Share; or
2. decrease if the Option Price is lower than the Group's NA per Share, at such point of the exercise of the ESOS Options.
Substantial shareholders' shareholdings
The Proposed ESOS is not expected to have any immediate effect on the substantial shareholders' shareholdings in the Company until such time when the ESOS Options are exercised into new Shares. Any potential effect on the substantial shareholders' shareholdings in the Company would depend on the actual number of new Shares to be allotted and issued arising from the exercise of the ESOS Options at the relevant point in time.
However, if and when the ESOS Options are exercised, the substantial shareholders' shareholdings in the Company may be diluted accordingly.
Earnings and EPS/LPS
The Proposed ESOS is not expected to have any material effect on the earnings/losses of the Group, save for the possible impact of the MFRS 2 upon granting of the ESOS Options. However, any potential effect on the EPS/LPS of the Group in the future would depend on the impact of MFRS 2, the number and Option Price of the ESOS Options exercised as well as the utilisation of the proceeds arising therefrom.
Under the MFRS 2, the potential cost arising from the issuance of the ESOS Options, which is measured by the fair value of the ESOS Options after taking into account, inter-alia, the number of ESOS Options granted and vested and the Option Price, will need to be measured at the grant date and to be recognised as an expense over the vesting period and therefrom may affect the future earnings of the Group, the quantum of which can only be determined at the grant date. However, the estimated cost does not represent a cash outflow by the Company as it is merely an accounting treatment.
Nonetheless, the Group has taken note of the potential impact of the MFRS 2 on the Group's future earnings and shall take into consideration such impact in the allocation and granting of ESOS Options to the Eligible Persons.
Notwithstanding the above, the EPS/LPS of the Group will be diluted due to the Company's enlarged issued share capital arising from the issuance of new UCrest Shares if and when the ESOS Options are exercised in the future. The effects of any exercise of the ESOS Options on the EPS/LPS of the Group would depend on the returns to be generated by the Group from the utilisation of proceeds from the exercise of the ESOS Options.
Convertible securities
As at the LPD, the Company does not have any outstanding convertible securities.

HISTORICAL PRICES OF UCREST SHARES

The monthly highest and lowest transacted market prices of UCrest Shares for the past 12 months are as follows:

	Highest (RM)	Lowest (RM)
2024
October	0.145	0.110
November	0.125	0.105
December	0.115	0.100
2025
January	0.115	0.095
February	0.110	0.090
March	0.115	0.085
April	0.110	0.090
May	0.105	0.085
June	0.105	0.090
July	0.100	0.065
August	0.075	0.065
September	0.080	0.065

The last transacted market price of the Shares on 9 October 2025 (being the trading day prior to the Announcement) was RM0.085 each.

The last transacted market price of the Shares on the LPD was RM0.085 each.

(Source: Bloomberg)

APPROVALS REQUIRED

The Proposed ESOS is subject to approvals being obtained from the following:

Bursa Securities, for the listing and quotation of such number of UCrest Shares, representing up to 30% of the Company's total number of issued Shares (excluding treasury shares, if any), to be allotted and issued pursuant to the exercise of the ESOS Options under the Proposed ESOS, on the ACE Market of Bursa Securities. The approval of Bursa Securities was obtained vide its letter dated 24 October 2025 and is subject to the following conditions:

Condition(s)	Status of compliance
(a) UCrest is required to submit a confirmation to Bursa Securities of full compliance of the Proposed ESOS pursuant to Rule 6.44(1) of the Listing Requirements and stating the effective date of implementation;	To be complied
(b) TA Securities is required to furnish Bursa Securities with certified true copy of the resolution passed by the shareholders in the general meeting approving the Proposed ESOS; and	To be complied
(c) UCrest is required to furnish Bursa Securities on a quarterly basis a summary of the total number of new Shares listed pursuant to the Proposed ESOS, as at the end of each quarter together with a detailed computation of the listing fees payable	To be complied

the approval of the shareholders of the Company at the EGM to be convened.

CONDITIONALITY OF THE PROPOSED ESOS
The Proposed ESOS is not conditional upon any other corporate proposal undertaken or to be undertaken by the Company.
CORPORATE PROPOSAL ANNOUNCED BUT PENDING COMPLETION
Save for the Proposed Private Placement and Proposed ESOS, the Board confirms that there is no corporate proposal which the Company has announced but not yet completed prior to the printing of this Circular.

INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVE AND/OR PERSONS CONNECTED WITH THEM

Save as disclosed below, none of the other Directors, major shareholders and chief executive of the Company and Persons Connected with them have any interest, direct or indirect, in the Proposed ESOS.

All Directors of the Company are eligible to participate in the Proposed ESOS and are therefore deemed interested in the Proposed ESOS to the extent of their respective proposed allocations of ESOS Options and the proposed allocations of ESOS Options to Persons Connected with them, if any, under the Proposed ESOS. Notwithstanding this, the Board has deliberated on the Proposed ESOS as a whole and have agreed to present the Proposed ESOS to the shareholders for their consideration and approval at the EGM to be convened.

Accordingly, all Directors of the Company have and will continue to abstain from all Board deliberations, voting, expressing an opinion and making recommendations at the relevant Board meetings in respect of their respective proposed allocations of ESOS Options and the proposed allocations of ESOS Options to Persons Connected with them under the Proposed ESOS, if any, at the relevant Board meetings.

The Eligible Directors will also abstain from voting in respect of their respective direct and/or indirect shareholdings in the Company on the resolutions pertaining to the Proposed ESOS, proposed allocations of ESOS Options to them and the proposed allocations of ESOS Options to Persons Connected with them, if any, under the Proposed ESOS, to be tabled at the EGM to be convened. They will also undertake to ensure that Persons Connected with them, if any, will abstain from voting in respect of their direct and/or indirect shareholdings in the Company on the resolutions pertaining to the Proposed ESOS, proposed allocations of ESOS Options to themselves and Persons Connected with them, if any, under the Proposed ESOS, to be tabled at the EGM to be convened.

The details of shareholdings of the Directors and major shareholders of the Company as at the LPD are as follows:

	Direct		Indirect
	No. of Shares	%(1)	No. of Shares	%(1)
Directors and major shareholders
Eg Kah Yee	89,271,427	12.00	2,000,002(2)	0.27
Eg Kaa Chee	2,000,002	0.27	89,271,427(3)	12.00
Directors
N Chanthiran A/L Nagappan	-	-	-	-
Chuan Tsui Ju	1,500,750	0.20	-	-
Prof. Low Teck Seng	-	-	-	-
Dato' Dr. Mohd Fikri Bin Abdullah	2,000,000	0.27	-	-
Abdul Razak Bin Dato' Haji Ipap	-	-	-	-

Notes:

Computed based on the total number of issued UCrest Shares of 743,827,450 as at the LPD.
Deemed interested through the shareholdings of his brother Eg Kaa Chee pursuant to Section 8 of the Act.
Deemed interested through the shareholdings of his brother Eg Kah Yee pursuant to Section 8 of the Act.

RECOMMENDATION AND BASIS OF RECOMMENDATION
The Board having considered all aspects of the Proposed ESOS, including but not limited to the rationale and effects of the Proposed ESOS, is of the opinion that the Proposed ESOS is in the best interest of the Company.
As disclosed in Section 11 of this Circular, all Directors of the Company are eligible to participate in the Proposed ESOS and are therefore deemed interested in the Proposed ESOS to the extent of their respective proposed allocations of ESOS Options and the proposed allocations of ESOS Options to Persons Connected with them, if any, under the Proposed ESOS. Notwithstanding this, the Board has deliberated on the Proposed ESOS as a whole and have agreed to present the Proposed ESOS to the shareholders for their consideration and approval at the EGM to be convened.
Accordingly, all Directors of the Company have and will continue to abstain from all Board deliberations, voting, expressing an opinion and making recommendations at the relevant Board meetings in respect of their respective proposed allocations of ESOS Options and the proposed allocations of ESOS Options to Persons Connected with them under the Proposed ESOS, if any, at the relevant Board meetings.
Where the resolutions are not related to their respective proposed allocations of ESOS Options or the proposed allocations of ESOS Options to the Persons Connected with them, the Directors of the Company, having considered all aspects of the Proposed ESOS, including the proposed allocations to the Interested Persons, are of the opinion that the Proposed ESOS is in the best interest of the Company.
TIMEFRAME FOR COMPLETION/IMPLEMENTATION
Barring any unforeseen circumstances and subject to all required approvals being obtained, the Board expects the Proposed ESOS will be implemented within 6 months from the date of approval from Bursa Securities, or any extended period as may be approved by Bursa Securities.
EGM
The notice convening the EGM and the Proxy Form are enclosed in this Circular. The EGM will be held at Greens III, Sports Wing, Tropicana Golf & Country Resort, Jalan Kelab Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 12 November 2025 at 12.00 p.m., or after the conclusion or adjournment (as the case may be) of the 28thAnnual General Meeting of the Company scheduled to be held on the same day at 11.00 a.m., whichever is later, for the purpose of considering and, if thought fit, passing with or without any modifications, the resolutions pertaining to the Proposed ESOS.
You are entitled to attend and vote at the EGM or appoint a proxy or proxies to attend and vote on your behalf. The completed Proxy Form must be lodged at the office of the Company's Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd situated at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or to be deposited in the drop box located at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively to lodge electronically via Vistra Share Registry and IPO (MY) portal at https://srmy.vistra.com, on or before the date and time indicated above. The lodging of the Proxy Form will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.
Please read the Administrative Guide for the EGM carefully and follow the procedures in the Administrative Guide for the EGM.
FURTHER INFORMATION

Shareholders are advised to refer to the attached appendices in this Circular for further information.

Yours faithfully,

For and on behalf of the Board

UCREST BERHAD EG KAH YEE

Chairman / Managing Director

APPENDIX I DRAFT BY-LAWS

BY-LAWS FOR UCREST BERHAD'S EMPLOYEES' SHARE OPTION SCHEME

DEFINITIONS AND INTERPRETATION
1. In these By-Laws (as defined below), unless otherwise specified or where the context otherwise requires, the following definitions shall be deemed to have the following meanings:
  Act : Companies Act 2016, as may be amended from time to time and including any re-enactment thereof;
  Adviser : A recognised principal adviser that fulfils the requirements set out in the Licensing Handbook of the Securities Commission Malaysia, as may be appointed and approved by the Board;
  Board : The board of directors of the Company for the time being;
  Bursa Depository : Bursa Malaysia Depository Sdn Bhd (Registration No. 198701006854 (165570-W));
  Bursa Securities : Bursa Malaysia Securities Berhad (Registration No. 200301033577 (635998-W));
  By-Laws : These by-laws governing the Scheme, as may be amended or modified and/or supplemented from time to time in accordance with By-Law 17;
  CDS Account : A central depository system account established by Bursa Depository for the recording of deposits and withdrawals of securities and dealings in such securities by a depositor;
  Constitution : The constitution of the Company, as may be amended from time to time;
  Date of Expiry : The last day of the Duration of the Scheme as provided in By-Law 20;
  Date of Offer : The date on which an Offer (including subsequent Offers) (as described in By-Law 5) is made to an Eligible Person by the ESOS Committee;
  Duration of the Scheme
  : The duration of the Scheme as outlined in By-Law 20 and includes any extension thereof;
  Effective Date : Shall have the meaning ascribed to it in By-Law 20.1;
  Eligible Director(s) : Any director(s) of the UCrest Group who fulfils the criteria of eligibility for participation in the Scheme as set out in By-Law 3;
  Eligible Person(s) : Any of the following person(s) who meet(s) the criteria of eligibility for participation in the Scheme as set out in By-Law 3:
  1. Eligible Director(s); and/or
  2. employee(s) of the UCrest Group;
    ESOS Committee : The committee comprising such persons as appointed and authorised by the Board to implement and administer the Scheme in accordance with the provisions of these By-Laws;
    ESOS Option(s) : The right of a Grantee to subscribe for new Share(s) pursuant to the contract constituted by the acceptance of an Offer by an Eligible Person in the manner indicated in By-Law 6 and where the context so requires, includes any part of the ESOS Option(s) as shall remain unexercised;
    APPENDIX I DRAFT BY-LAWS (CONT'D)
    Grantee(s) : Eligible Person(s) who has/have accepted the Offer in accordance with the provisions of By-Law 6;
    Interested Parties : Shall have the meaning ascribed to it in By-Law 3.4;
    Listing Requirements
    : ACE Market Listing Requirements of Bursa Securities, as may be amended from time to time;
    Market Day(s) : Day(s) on which Bursa Securities is open for trading in securities, which may include a Surprise Holiday;
    Maximum Allowable Allotment
    : Shall have the meaning ascribed to it in By-Law 4.1;
    Maximum Limit : Shall have the meaning ascribed to it in By-Law 2.1; Notice : Shall have the meaning ascribed to it in By-Law 9.4;
    Offer(s) : Written offer(s) by the ESOS Committee to an Eligible Person to participate in the Scheme in the manner indicated in By-Law 5;
    Offeror : Shall have the meaning ascribed to it in By-Law 13.1(a); Offer Letter : Shall have the meaning ascribed to it in By-Law 5.6;
    Option Period : The period commencing from the Date of Offer, or such later date as may be determined by the ESOS Committee, and expiring on a date which the ESOS Committee may at its sole and absolute discretion decide in the Offer, upon termination of the Scheme or otherwise pursuant to the provisions of these By-Laws, PROVIDED THAT such period shall not extend beyond the Duration of the Scheme;
    Option Price : The price determined in accordance with the provisions of By-Law 8, at which a Grantee is entitled to subscribe for one (1) new Share pursuant to the exercise of an ESOS Option in the manner indicated in By-Law 9;
    Person(s) Connected
    : Shall have the meaning ascribed to it in the Listing Requirements;
    Previous Company : Shall have the meaning ascribed to it in By-Law 24; Request : Shall have the meaning ascribed to it in By-Law 18.2;
    RM and Sen : Ringgit Malaysia and Sen, being the lawful currency of Malaysia;
    Scheme : The employees' share option scheme for the granting of ESOS Options to Eligible Persons which upon their acceptance thereof entitle them to subscribe for new Shares in accordance with the provisions of these By-Laws and such scheme shall be known as the "UCrest Berhad's Employees' Share Option Scheme";
    Share(s) : Ordinary share(s) in the Company;
    Surprise Holiday : A day that is declared as public holiday in the Federal Territory of Kuala Lumpur that has not been gazetted as a public holiday at the beginning of the calendar year;
    Termination Date : Effective date of termination of the Scheme;
    APPENDIX I DRAFT BY-LAWS (CONT'D)
    UCrest or Company
    : UCrest Berhad (Registration No. 199701004560 (420056-K)); and
    UCrest Group or Group
    : Collectively, the Company and its subsidiaries as defined in Section 4 of the Act (excluding dormant subsidiaries, if any) and where the context so requires, any one (1) of them. Subsidiaries include subsidiaries which are existing as at the Effective Date and subsidiaries which are incorporated or acquired at any time during the Duration of the Scheme but exclude subsidiaries which have been divested in the manner provided in By-Law 25.5.
2. In these By-Laws:
  1. any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision and any requirements, policies and/or guidelines of Bursa Securities (in each case, whether or not having the force of law but, if not having the force of law, the compliance with which is in accordance with the reasonable commercial practice of persons to whom such requirements, policies and/or guidelines are addressed to by Bursa Securities and/or the relevant authorities);
  2. any reference to a statutory provision shall include that provision as from time to time modified or re-enacted whether before or after the date of these By-Laws so far as such modification or re-enactment applies or is capable of applying to any ESOS Option offered and accepted prior to the Date of Expiry and shall also include any past statutory provision (as from time to time modified or re-enacted) which such provision has directly or indirectly replaced;
  3. words importing the singular shall where the context so admits include the plural and
    vice versa;
  4. references to the masculine gender include the feminine and neutral genders and all such references shall be construed interchangeably in that manner;
  5. any liberty or power which may be exercised or any determination which may be made hereunder by the Board or the ESOS Committee may be exercised at the Board's or ESOS Committee's sole and absolute discretion and the ESOS Committee shall not be under any obligation to give any reasons thereof, except as may be required by the relevant authorities;
  6. a "day" or "month" shall mean a calendar day or a calendar month in accordance with the Gregorian calendar;
  7. the headings in these By-Laws are for convenience only and shall not be taken into account in the interpretation of these By-Laws; and
  8. if an event occurs on a stipulated day which is not a Market Day, then the stipulated day will be taken to be the first (1st) Market Day after that day.
MAXIMUM NUMBER OF NEW SHARES AVAILABLE UNDER THE SCHEME
1. Subject to By-Law 2.2, the maximum number of new Shares which may be allotted and issued pursuant to the exercise of the ESOS Options granted under the Scheme shall not, in aggregate, exceed thirty per centum (30%) of the total number of issued Shares (excluding treasury shares, if any) at any point in time during the Duration of the Scheme ("Maximum Limit").
  APPENDIX I DRAFT BY-LAWS (CONT'D)
2. Notwithstanding By-Law 2.1 or any other provision herein contained, in the event the aggregate maximum number of new Shares to be issued arising from the exercise of the ESOS Options granted under the Scheme exceeds the Maximum Limit as a result of the Company purchasing its own Shares in accordance with Section 127 of the Act, cancelling or reducing its own Shares or undertaking any other corporate proposals and thereby diminishing its issued Shares, then no further Offers shall be made by the ESOS Committee until such time the total number of new Shares to be issued arising from the exercise of the ESOS Options granted or to be granted under the Scheme falls below the Maximum Limit at any point in time during the Duration of the Scheme. For the avoidance of doubt, all such ESOS Options granted prior to the adjustment of the issued Shares (excluding treasury shares, if any) shall remain valid and exercisable in accordance with the provisions of these By-Laws.
3. Each ESOS Option shall be exercisable into one (1) new Share, in accordance with the provisions of these By-Laws.
ELIGIBILITY
1. Subject to the sole and absolute discretion of the ESOS Committee, whose decision shall be final and binding, only Eligible Persons who fulfil the following criteria as at the Date of Offer shall be eligible to participate in the Scheme:
  1. in respect of an employee, he/she:
    1. is at least eighteen (18) years of age;
    2. is neither an undischarged bankrupt nor subject to any bankruptcy proceedings;
    3. is an employee employed on a full-time basis for at least one (1) year (or such other period as may be determined by the ESOS Committee) and is on the payroll of any company within the Group, and that his/her employment has been confirmed by the Group (irrespective of whether he/she was transferred to a subsidiary within the Group, in which case he/she must have been a confirmed employee in that subsidiary within the Group) and has not served a notice of resignation or received a notice of termination; and
    4. fulfils such other eligibility criteria and/or falls within such grade/category as may be determined by the ESOS Committee from time to time; or
  2. in respect of a director, he/she:
    1. is at least eighteen (18) years of age;
    2. is neither an undischarged bankrupt nor subject to any bankruptcy proceedings;
    3. has been appointed for at least one (1) year (or such other period as may be determined by the ESOS Committee) of any company within the Group and remains appointed as at the Date of Offer;
    4. has not served a notice of resignation or received a notice of termination; and
    5. fulfils such other eligibility criteria and/or falls within such grade/category as may be determined by the ESOS Committee from time to time.
      The non-executive directors of the Company are eligible to participate in the Scheme, subject always to the eligibility criteria set out in By-Law 3.1(b).
      APPENDIX I DRAFT BY-LAWS (CONT'D)
2. For the avoidance of doubt, the following persons are not Eligible Persons and therefore, do not qualify for participation in the Scheme:
  1. any directors or employees of the Group who represent the Government or Government institutions or agencies and Government employees in the public service as defined in Article 132 of the Federal Constitution;
  2. a director or an employee of a dormant subsidiary of the Company; and
  3. an employee of the Group who is on probation.
3. The ESOS Committee may at its sole and absolute discretion determine additional criteria on eligibility and allocation of the ESOS Options to the Eligible Persons from time to time, and such criteria shall be made available to the Eligible Persons. An Eligible Person must fulfil such criteria and/or fall within such category or designation of employment as may be determined by the ESOS Committee, whose decision shall be final and binding. Notwithstanding the above, the ESOS Committee may, at its sole and absolute discretion, waive any of such conditions of eligibility.
4. If any Eligible Person, who is a director, major shareholder or chief executive of the Company or its holding company ("Interested Parties") or any Person(s) Connected with any of the Interested Parties, is eligible to participate in the Scheme, the specific allocation of the ESOS Options granted by the Company to such Interested Parties and/or Persons Connected with them under the Scheme must first be approved by the shareholders of the Company at a general meeting, provided that such Interested Parties and/or Persons Connected with them shall not vote on the resolution approving their respective allocation and/or allocation to Persons Connected with them.
5. Eligibility under the Scheme shall not confer an Eligible Person a claim or right to participate in or any rights whatsoever under the Scheme and an Eligible Person does not acquire or have any rights over or in connection with the ESOS Options unless an Offer has been made in writing by the ESOS Committee to the Eligible Person and the Eligible Person has accepted the Offer in accordance with the terms of the Offer and the provisions of these By-Laws.
6. The ESOS Committee shall have the sole and absolute discretion to determine whether a director or employee participating in the Scheme shall at any one point in time participate or be eligible to participate in any other employees' share option scheme or employees' share issuance scheme implemented by any other company within the Group. Such participation shall be subject to the rules and regulations governing employees' share option schemes or employees' share issuance schemes as promulgated by Bursa Securities or any other relevant authorities.
7. An employee who during the Duration of the Scheme becomes an Eligible Person may be eligible for ESOS Options (to be decided by the ESOS Committee), subject to the Maximum Allowable Allotment for the category to which he/she has been admitted.
8. The allotment of ESOS Options pursuant to By-Law 3.7 shall be from the remaining ESOS Options available under the Scheme, subject always to By-Law 2.1.
BASIS OF ALLOTMENT AND MAXIMUM ALLOWABLE ALLOTMENT OF NEW SHARES
1. Subject to the Maximum Limit and any adjustment which may be made pursuant to By-Law 14, the aggregate maximum number of ESOS Options that may be allocated to an Eligible Person at any time in each Offer ("Maximum Allowable Allotment") shall be determined by the ESOS Committee at its sole and absolute discretion after taking into consideration factors which include, amongst others, the Eligible Person's employment grade, seniority, designation, length of service, work performance and contributions towards the business, operations and success of the Group, and/or such other factors that are deemed relevant by the ESOS Committee, subject always to the following:
  APPENDIX I DRAFT BY-LAWS (CONT'D)
  1. the allocation to an Eligible Person who, either singly or collectively through Persons Connected with him/her, holds twenty per centum (20%) or more of the total number of issued Shares (excluding treasury shares, if any), shall not exceed ten per centum (10%) of the total number of new Shares to be issued under the Scheme;
  2. not more than seventy per centum (70%) of the total number of Shares available to be issued under the Scheme shall be allocated, in aggregate, to the Eligible Directors and senior management of the Group who are eligible to participate in the Scheme;
  3. the Eligible Directors and senior management of the Group who are eligible shall not participate in the deliberation or discussion of their own allocation of the ESOS Options as well as allocation to Persons Connected with them; and
  4. any performance target to be achieved before the ESOS Options can be granted and/or exercised by an Eligible Person shall be determined by the ESOS Committee,
    PROVIDED ALWAYS THAT it is in accordance with the Listing Requirements or any prevailing guidelines, rules and/or regulations issued by Bursa Securities and/or any other relevant authorities, as may be amended from time to time.
2. At the time the Offer is made in accordance with By-Law 5, the ESOS Committee shall set out the basis of allotment, identifying the category or grade of the Eligible Person and the Maximum Allowable Allotment for the Eligible Person.
3. An Eligible Person who holds more than one (1) position within the Group, and by holding such positions, the Eligible Person is in more than one (1) category, shall only be entitled to the Maximum Allowable Allotment of any one (1) of those categories. The ESOS Committee shall be entitled at its sole and absolute discretion to determine the applicable category.
4. In the event that an Eligible Person is promoted or redesignated to a higher category of employment, the Maximum Allowable Allotment applicable to such Eligible Person shall be the Maximum Allowable Allotment corresponding to the category of employee of which he/she is then a party to, subject always to the maximum number of Shares available under the Scheme as stipulated in By-Law 2.1 and the Maximum Allowable Allotment. The ESOS Committee has the sole and absolute discretion in deciding whether to grant the ESOS Options or additional ESOS Options, as the case may be, notwithstanding any such change in the employee's Maximum Allowable Allotment.
5. In the event that an Eligible Person is demoted or redesignated to a lower category of employment for any reason whatsoever, the Maximum Allowable Allotment applicable to such Eligible Person shall be the Maximum Allowable Allotment corresponding to the category of employee of which he/she is then a party to, unless an Offer has been made and accepted by him/her before such demotion or redesignation, subject always to the maximum number of Shares available under the Scheme as stipulated in By-Law 2.1 and the Maximum Allowable Allotment. Where such demoted or redesignated Eligible Person has accepted the Offer which exceeds the Maximum Allowable Allotment applicable to the lower category of employment, he/she shall not be entitled to any further allocation under such category.
6. The ESOS Committee may from time to time at its sole and absolute discretion decide whether the allocation and granting of the ESOS Options to the Eligible Persons will be based on staggered granting during the Duration of the Scheme or in one (1) single grant and/or whether the ESOS Options are subject to any vesting period, and if so, to determine the vesting conditions, including whether such vesting conditions are subject to performance target, of which such determination will be carried out at a later date after the establishment of the Scheme and the formation of the ESOS Committee.
7. In the event any Eligible Person is a member of the ESOS Committee, such Eligible Person shall not participate in the deliberation or discussion of their own allocation of the ESOS Options as well as allocation of the ESOS Options to Persons Connected with him/her.
  APPENDIX I DRAFT BY-LAWS (CONT'D)
8. The Company shall ensure that allocation of ESOS Options pursuant to the Scheme is verified by the audit committee of the Company at the end of each financial year as being in compliance with the criteria for allocation of the ESOS Options which have been disclosed to the Eligible Persons.
OFFER
1. (a) Upon implementation of the Scheme, the ESOS Committee may at its sole and absolute discretion at any time as it shall deem fit during the Duration of the Scheme make one (1) or more Offers to any Eligible Person, based on the criteria of allotment set out in By-Law 4, to subscribe for new Shares in accordance with the terms of the Scheme.
  (b) Notwithstanding By-Law 5.1(a) above, where it involves a grant of ESOS Options to Eligible Persons who are members of the ESOS Committee, such grant of ESOS Options shall be decided by the Board based on the criteria of allotment set out in By-Law 3.
2. In the event the ESOS Committee decides to stagger the granting of the ESOS Options during the Duration of the Scheme, the number of ESOS Options to be offered in each Offer shall be decided by the ESOS Committee at its sole and absolute discretion and each Offer shall be separate and independent from the others.
3. The actual number of ESOS Options which may be offered to an Eligible Person shall be at the sole and absolute discretion of the ESOS Committee and the number of new Shares so offered shall not be less than one hundred (100) Shares nor more than the Maximum Allowable Allotment of such Eligible Person and shall be in multiples of one hundred (100) Shares or such number of Shares constituting one (1) board lot as permitted to be traded on Bursa Securities by the Listing Requirements and/or applicable laws.
4. Subject to By-Law 2, nothing herein shall prevent the ESOS Committee from making more than one (1) Offer to an Eligible Person at any point in time after the first (1st) Offer, provided always that the total aggregate number of new Shares to be offered to the Eligible Person (inclusive of Shares already offered under previous Offers, if any) shall not exceed the Maximum Allowable Allotment.
5. Notwithstanding anything set out in these By-Laws and subject always to the Listing Requirements, no Offers may be granted to the Interested Parties and Persons Connected with the Interested Parties, unless the entitlement of such person under the Scheme has been approved by the shareholders of the Company in a general meeting and provided that such Interested Parties and Persons Connected with them shall not vote on the resolution approving his/her allocation.
6. The ESOS Committee will, in its offer letter ("Offer Letter") to an Eligible Person state, inter alia, the:
  1. Date of Offer;
  2. number of ESOS Options that are being offered to the Eligible Person;
  3. number of Shares that can be subscribed under the Offer;
  4. vesting conditions (if applicable);
  5. vesting period (if applicable);
  6. Option Period;
  7. Option Price determined in accordance with the provisions of By-Law 8;
    APPENDIX I DRAFT BY-LAWS (CONT'D)
  8. closing date for acceptance of the Offer; and
  9. manner and conditions of exercise of the ESOS Options.
7. The Offer shall automatically lapse and be null and void in the event of death of the Eligible Person or the Eligible Person ceases to be a director or employed by the Group for any reason whatsoever prior to the acceptance of the Offer by the Eligible Person in the manner set out in By-Law 6.1.
8. Any Offer made by the ESOS Committee shall be in writing and such Offer is personal to the Eligible Person to whom the Offer is made, and is non-assignable, non-transferable, non-chargeable and non-disposable in any manner whatsoever.
9. The Company shall keep and maintain at its expense a register of Grantees as required under Section 129 of the Act and shall enter the following in that register:
  1. names of the Grantees;
  2. addresses of the Grantees;
  3. Maximum Allowable Allotment;
  4. number of ESOS Options offered;
  5. number of ESOS Options accepted;
  6. number of ESOS Options exercised;
  7. Date of Offer;
  8. Option Price; and
  9. Option Period.
10. In the event the Offer Letter contains an error on the part of the Company in stating any of the particulars referred to in By-Law 5.6 above, the Company shall issue a revised Offer Letter, stating the correct particulars of the Offer within thirty (30) days of discovering such error (or such other period as may be determined by the ESOS Committee) and the revised particulars of the Offer shall take effect on the date of the revised Offer Letter, except for ESOS Options which have already been exercised as at the date of the revised Offer Letter.
11. The Company shall, on the Date of Offer, announce the following to Bursa Securities:
  1. Date of Offer;
  2. Option Price;
  3. number of ESOS Options offered;
  4. market price of the Shares on the Date of Offer;
  5. number of ESOS Options offered to each Eligible Director, if any; and
  6. vesting period of the ESOS Options offered, if any.

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