Adventa - Circular FINAL CLEAN

1 THIS Circular IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad ( Bursa Securities ) has not perused the relevant contents of this Circular relating to the Proposed Renewal of Authority for Share Buy-Back (as defined herein). Bursa Securities 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 . Adventa BERHAD (Company No. 618533-M) (Incorporated in Malaysia under the Companies Act, 1965) Circular TO SHAREHOLDERS IN RELATION TO THE PART A PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY OF UP TO TEN PERCENT (10%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF Adventa BERHAD PART B PROPOSED SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE WHICH ARE NECESSARY FOR THE DAY TO DAY OPERATIONS The above proposals will be tabled as Special Business at Adventa Berhad s Tenth Annual General Meeting ( AGM ).

2 The Form of Proxy and Notice of the AGM to be held at Dewan Sekebun Bunga, Grand Riverview Hotel, Jalan Post Office Lama, 15000 Kota Bharu, Kelantan Darul Naim on Monday, 29 April 2013 at 12:00 noon, is set out in the Annual Report of Adventa Berhad for the financial year ended 31 October 2012. You are entitled to attend and vote at the AGM or to appoint a proxy or proxies to attend and vote on your behalf. The completed Form of Proxy should be lodged at Securities Services (Holdings) Sdn Bhd, Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur not later than 48 hours before the time for holding the AGM or at any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so.

3 Last date and time for lodging the Form of Proxy : Saturday, 27 April 2013 at 12:00 noon Date and time of the AGM : Monday, 29 April 2013 at 12:00 noon This Circular is dated 5 April 2013 DEFINITIONS i In this Circular and the accompanying appendices, the following abbreviations shall have the following meanings unless otherwise stated:- Act : Companies Act, 1965 as amended from time to time and any re-enactment thereof Adventa or Company : Adventa Berhad (618533-M) Adventa Group or Group : Adventa and its subsidiaries Adventa Share(s) or Share(s) : Ordinary share(s) of each in Adventa AGM : Annual General Meeting Aspion : Aspion Sdn Bhd (1008712-T) Aspion Group : Aspion and its subsidiaries Board : Board of Directors of Adventa Bursa Depository : Bursa Malaysia Depository Sdn Bhd (165570-W) Bursa Securities : Bursa Malaysia Securities Berhad (635998-W) Capital Reduction and Repayment : The capital reduction and repayment of RM61,114,308 to the entitled shareholders of Adventa on the basis of for each ordinary share of each held on 8 January 2013 which was completed on 21 January 2013 Code : Malaysian Code on Take-Overs and Mergers, 2010 and any amendments made from time to time Disposal.

4 Disposal of the Specified Business to Aspion for a disposal consideration of RM320,850,117 or per ordinary share of each which was completed on 30 November 2012 EPS : Earnings per Share Excluded Business : The excluded business means:- (a) All of the shares in the capital of Sun Healthcare (M) Sdn Bhd held by Adventa ; and (b) All of the shares in the capital of Electron Beam Sdn Bhd held by Adventa FYE : Financial year ended/ ending 31 October, as the case may be Listing Requirements : Main Market Listing Requirements of Bursa Securities, as amended from time to time LPD : 21 March 2013, being the latest practicable date prior to printing of this Circular Mandated Related Party : The Aspion Group NA : Net assets DEFINITIONS (cont d) ii Proposals : The Proposed Renewal of Authority for Share Buy-Back and Proposed Shareholders Mandate collectively Proposed Renewal of Authority for Share Buy-Back or Proposed Share Buy-Back.

5 Proposed renewal of authority from the shareholders of the Company to enable Adventa to purchase and/or hold up to 10% of the issued and paid-up share capital of Adventa pursuant to Section 67A of the Act Proposed Shareholders Mandate : Proposed shareholders mandate for the Adventa Group to enter into the Recurrent Transactions as set out in Section of Part B of this Circular from the date of the forthcoming AGM to the next AGM Purchased Shares : Shares purchased pursuant to the Proposed Share Buy-Back Recurrent Transactions : Recurrent related party transactions of a revenue or trading nature which are necessary for the day-to-day operations and are entered into by any of the companies in the Adventa Group with the Mandated Related Party in the ordinary course of business which involves the interest, direct or indirect, of the Mandated Related Party RM and sen : Ringgit Malaysia and sen respectively Specified Business : All of the business and undertaking of Adventa other than the Excluded Business Treasury Shares : Purchased Shares retained in treasury All references to you in this Circular are to the shareholders of the Company.

6 Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include corporations. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise stated. Any discrepancies in the tables included in this Circular between the amounts listed, actual figures and the totals thereof are due to rounding. [The rest of this page is intentionally left blank] CONTENTS iii PAGE PART A LETTER TO THE SHAREHOLDERS OF Adventa IN RELATION TO THE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK CONTAINING:- 1.

7 INTRODUCTION .. 1 2. PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK .. 1 Details of the Proposed Renewal of Authority for Share Buy-Back .. 1 Quantum .. 3 Funding .. 3 Public Shareholding Spread .. 3 Treatment of Shares Purchased .. 4 Pricing .. 5 3. POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK .. 5 4. RISK FACTORS OF THE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK .. 6 5. HISTORICAL SHARE PRICES .. 6 6. RATIONALE FOR THE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK .. 7 7. EFFECTS OF THE PROPOSED SHARE BUY-BACK .. 7 Share Capital .. 7 NA.

8 8 Working Capital .. 8 EPS .. 8 Dividends .. 8 8. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS SHAREHOLDINGS .. 9 9. IMPLICATIONS ON THE CODE .. 9 10. PURCHASE, RESALE AND CANCELLATION OF THE Adventa SHARES MADE IN THE PREVIOUS TWELVE (12) MONTHS .. 9 11. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTEREST .. 10 12. APPROVAL REQUIRED .. 10 13. DIRECTORS RECOMMENDATION .. 10 14. TENTH AGM .. 10 15. FURTHER 10 CONTENTS (cont d) iv PAGE PART B LETTER TO THE SHAREHOLDERS OF Adventa IN RELATION TO THE PROPOSED SHAREHOLDERS MANDATE CONTAINING:- 1. INTRODUCTION .. 11 2. PROPOSED SHAREHOLDERS MANDATE.

9 12 Details of the Proposed Shareholders Mandate .. 12 The Companies Within the Adventa Group in which the Proposed Shareholders' Mandate is Applicable .. 12 The Mandated Related Party in which the Proposed Shareholders' Mandate is Applicable .. 13 Nature of Recurrent Transactions Contemplated under the Proposed Shareholders' Mandate .. 13 Review and Disclosure Procedures on the Recurrent Related Party Transactions and Thresholds Authority .. 14 Statement by Audit Committee .. 15 3. RATIONALE AND BENEFITS OF THE PROPOSED SHAREHOLDERS' MANDATE .. 15 4. EFFECTS OF THE PROPOSED SHAREHOLDERS' MANDATE .. 15 5. CONDITIONS OF THE PROPOSED SHAREHOLDERS' MANDATE .. 16 6. DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST .. 16 7.

10 DIRECTORS' RECOMMENDATION .. 17 8. TENTH AGM .. 17 9. FURTHER 17 APPENDICES APPENDIX I - FURTHER INFORMATION .. 18 APPENDIX II - EXTRACT OF NOTICE OF TENTH ANNUAL GENERAL MEETING .. 19 [The rest of this page is intentionally left blank] PART A LETTER TO THE SHAREHOLDERS OF Adventa IN RELATION TO THE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK 1 Adventa BERHAD (Company No. 618533-M) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office:- 1, Jalan 8 Pengkalan Chepa 2 Industrial Zone 16100 Kota Bahru Kelantan 5 April 2013 Directors Edmond Cheah Swee Leng (Chairman/ Senior Independent Non-Executive Director) Low Chin Guan (Managing Director) Kwek Siew Leng (Executive Director) Toh Seng Thong (Independent Non-Executive Director) Dato Dr.