Independent Advice Circular

Independent Advice Circular

CONDITIONAL VOLUNTARY TAKE-OVER OFFER (“OFFER”) BY SUNWAY BERHAD (“SUNWAY” OR “OFFEROR”) THROUGH MAYBANK INVESTMENT BANK BERHAD TO ACQUIRE ALL THE ORDINARY SHARES IN IJM CORPORATION BERHAD (“IJM” OR “COMPANY”) (EXCLUDING TREASURY SHARES) (“OFFER SHARES”) AT AN OFFER PRICE OF RM3.15 PER OFFER SHARE (“OFFER PRICE”), TO BE SATISFIED IN THE FOLLOWING MANNER:

(1) IN RESPECT OF 10.0% OF THE OFFER PRICE, AN AMOUNT EQUIVALENT TO RM0.3150 IN CASH; AND

(2) IN RESPECT OF 90.0% OF THE OFFER PRICE, AN AMOUNT EQUIVALENT TO APPROXIMATELY RM2.8350 IN THE FORM OF NEW ORDINARY SHARES IN SUNWAY AT AN ISSUE PRICE OF RM5.65 EACH