OMESTI BERHAD DISPOSAL OF 23,000,000 ORDINARY SHARES OF RM0.10 EACH IN MICROLINK SOLUTIONS BERHAD

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1 OMESTI BERHAD DISPOSAL OF 23,000,000 ORDINARY SHARES OF RM0.10 EACH IN MICROLINK SOLUTIONS BERHAD 1.0 INTRODUCTION The Board of Directors ( Board ) of Omesti Berhad ( Omesti or the Company ) wishes to announce that Omesti Holdings Berhad (formerly known as Formis Holdings Berhad) ( OHB ), a wholly-owned subsidiary of the Company, had during the period from 29 May 2015 to 11 January 2016 disposed of a total of 23,000,000 ordinary shares of RM0.10 each ( Microlink Shares ) in Microlink Solutions Berhad ( Microlink ), representing 15.12% of the total issued and paid-up share capital of Microlink via direct business transactions for a total cash consideration of RM29,140, only or at an average of RM1.27 per Microlink Share to third party investors ( Investors ) ( Disposals ). The cumulative disposals of Microlink Shares to the date of this announcement are as follows: Date of Transaction No. of Microlink Shares Consideration Received RM ,000,000 2,640, ,000,000 1,200, ,000,000 1,200, ,000,000 1,200, ,000,000 2,400, ,000,000 1,200, ,000,000 2,400, ,000,000 16,900, Total: 23,000,000 29,140, Following the Disposals, OHB now hold a total of 95,458,193 Microlink Shares, representing 62.74% equity interest in Microlink. 2.0 INFORMATION ON MICROLINK Microlink was incorporated as a private limited company on 7 July 2003 in Malaysia under the Companies Act, 1965 ( the Act ) under the name of M-Cape Holdings Sdn Bhd. It subsequently changed its name to Microlink Solutions Sdn Bhd on 22 September It was converted into a public limited company under its present name on 4 March 2005 and was listed on the ACE Market of Bursa Malaysia Securities Berhad ( Bursa Securities ) on 23 June As at 11 January 2016, the authorised share capital of Microlink is RM25,000, comprising 245,500,000 Microlink Shares and 45,000,000 Redeemable Preference Shares of RM0.01 each ( RPS ) of which RM15,567, comprising 152,152,900 Microlink Shares and 35,193,044 RPS have been issued and fully paid-up. Microlink is principally involved in investment holding and provision of research and development, primarily focused in the continued development of internal intellectual properties specifically catered for the financial services in industry. Microlink s subsidiary companies are involved in the following: Page 1 of 5

wholly-owned subsidiary of the Company, had during the period from 29 May 2015 to 11 January 2016 disposed of a total of 23,000,000 ordinary shares of RM0.

2 (a) (b) (c) (d) (e) (f) provision of internally developed information technology solutions to the financial services industry and dealing in related products; trading and marketing of computer software programs and products; provision of research and development for information technology solutions to the financial services industry; providing consultancy services in supporting and modifying banking software; distribution of licenses and services related to CA Technologies Inc., a provider of IT management software and solutions (including distribution and maintenance of computer equipment); and distribution and maintenance of computer equipment, hardware and software, primarily the products of Oracle Corporation (including Oracle Systems Servers, Oracle Enterprise Storage and Oracle Core Technology Software), the products of International Business Machines Corporation and the storage products of EMC Corporation, Hitachi Data Systems and Hewlett-Packard Company. As at 11 January 2016, the directors of Microlink are as follows: a) Yong Kar Seng Peter b) Monteiro Gerard Clair c) Tai Keat Chai d) Martin Chu Leong Meng As at 11 January 2016, the substantial shareholders of Microlink are as follows: Name No. of Shares Held Direct Interest % Deemed Interest % 1. OHB 95,458, Omesti ,458,193 (2) Dato Wong Kit-Leong ,147,796 (1) Raymond Tan 231, ,147,796 (1) Red Zone Development Sdn Bhd ( RZD ) 689, ,458,193 (3) Dato Mah Siew Kwok 1,434, ,571,859 (4) Monteiro Gerard Clair 327, ,147,796 (1) Notes: (1) Deemed interest by virtue of his substantial interest in Omesti, the holding company of OHB (95,458,193 shares) and RZD (689,603 shares) pursuant to Section 6A of the Act. (2) Deemed interest by virtue of OHB being a wholly-owned subsidiary of Omesti pursuant to Section 6A of the Act. (3) Deemed interest by virtue of its substantial interest in Omesti, the holding company of OHB pursuant to Section 6A of the Act. (4) Deemed interest by virtue of his substantial interest in Omesti, the holding company of OHB (95,458,193 shares) pursuant to Section 6A of the Act and by virtue of direct shareholding held by his daughter (113,666 shares) pursuant to Section 134(12)(c) of the Act. Page 2 of 5

modifying banking software; distribution of licenses and services related to CA Technologies Inc.

3 Based on the audited financial statements of Microlink for the financial year ended 31 March 2015, the net assets ("NA") of Microlink amounted to RM50,283, and its profit after tax was RM8,762, DETAILS OF THE DISPOSALS 3.1 Basis of determining the Disposals Price The average cash consideration of RM1.27 per Microlink Share was arrived at on a willing-buyerwilling-seller basis and represents a discount of 10.92% based on the 5-day weighted average market price up to and including 8 January 2016 of RM per Microlink Share. 3.2 Expected gain from the Disposals The expected gains to OHB arising from the Disposals are as follows:- Date of Disposals Number of Microlink Shares Disposed Gain from the Disposals (RM) ,000,000 1,605, ,000, , ,000, , ,000, , ,000,000 1,364, ,000, , ,000,000 1,364, ,000,000 10,166, Total: 23,000,000 17,228, However as Microlink remains a subsidiary of the Omesti Group, there will be no gain to be recognised from the Disposals on consolidation. 3.3 Utilisation of proceeds from the Disposals The Disposals will raise gross proceeds of RM29,140, which will be immediately utilised to pare down the borrowings of the Omesti Group and for working capital such as payment to trade and other creditors, salaries and other operating expenses of Omesti Group and are expected to be utilised within six (6) months from the date of receipts. The Company has not determined the proportions of the proceeds to be used at this juncture. 3.4 Original cost and date of investment in Microlink Microlink Shares were acquired since May 2012 and has an average adjusted group carrying value as at 11 January 2016 of RM per Microlink Share. The average cost of 23,000,000 Microlink Shares disposed was approximately RM11,911, Liabilities to be assumed by the Investors There are no liabilities to be assumed by the Investors arising from the Disposals. Page 3 of 5

27 per Microlink Share was arrived at on a willing-buyerwilling-seller basis and represents a discount of 10.

4 4.0 RATIONALE FOR THE DISPOSALS The Disposals were undertaken as part of OHB s efforts to rectify the shortfall in the Public Spread Requirement of Microlink and also after reviewing the investment portfolio of the Company and the overall market conditions and represents an opportunity for the Company to realise part of its investment in Microlink. 5.0 EFFECTS OF THE DISPOSALS 5.1 Share Capital The Disposals will not have any effect on the issued and paid-up share capital of Omesti. 5.2 NA per share and gearing The Disposals are not expected to have any material effect on the NA per share and gearing of the Company for the financial year ending 31 March Earnings per Share The Disposals are not expected to have any material effect on the earnings per share of the Company for the financial year ending 31 March Substantial shareholders shareholdings The Disposals will not have any effect on the shareholding of Omesti s substantial shareholders. 6.0 APPROVALS REQUIRED The Disposals do not require the approval of Omesti's shareholders as it falls below the percentage ratio threshold as stipulated under the Main Market Listing Requirements of Bursa Securities. Based on the consolidated audited financial statements of Omesti for the financial year ended 31 March 2015, the aggregated percentage ratio applicable to the Disposals pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Securities is approximately 10.83%, as tabulated below:- Date of Disposals Number of Microlink Shares Disposed Highest Percentage Ratio (%) ,000, ,000, ,000, ,000, ,000, ,000, ,000, ,000, Total: 23,000, The Disposals are also not subject to the approval of any other relevant Authorities. Page 4 of 5

1 Share Capital The Disposals will not have any effect on the issued and paid-up share capital of Omesti. 5.

5 7.0 INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the Directors and/or major shareholders of Omesti and/or persons connected with them have any interest, direct and/or indirect, in the Disposals. 8.0 DIRECTORS STATEMENT The Board of Omesti, after having considered all aspects of the Disposals, is of the opinion that the Disposals are in the best interest of the Omesti Group. 9.0 EXPECTED TIME FRAME FOR COMPLETION The latest time frame for full settlement of the Disposals will be on the 3 rd market day after the date of transactions. This announcement is dated 12 January Page 5 of 5

0 DIRECTORS STATEMENT The Board of Omesti, after having considered all aspects of the Disposals, is of the opinion that the Disposals are in the best interest

As at the date of this announcement, XOX has an issued and paid-up share capital of RM30,200,000 comprising 302,000,000 XOX Shares.

As at the date of this announcement, XOX has an issued and paid-up share capital of RM30,200,000 comprising 302,000,000 XOX Shares. XOX BHD ( XOX OR THE COMPANY ) PROPOSED PRIVATE PLACEMENT OF UP TO 30,200,000 NEW ORDINARY SHARES OF RM0.10 EACH IN XOX TO INDEPENDENT THIRD PARTY INVESTORS TO BE IDENTIFIED ( PROPOSED PRIVATE PLACEMENT