INFORMATION CIRCULAR TO SHAREHOLDERS in relation to

PROPOSED ACQUISITION OF ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF PHILEO ALLIED BANK (MALAYSIA) BERHAD, PHILEO ALLIED SECURITIES SDN BHD AND THEIR RESPECTIVE SUBSIDIARIES EXCEPT FOR PHILEO ALLIED OPTIONS AND FINANCIAL FUTURES SDN BHD, PHILEO ALLIED UNIT TRUST MANAGEMENT SDN BHD AND PHILEO ASSET MANAGEMENT SDN BHD FOR NET CASH CONSIDERATION OF RM1,280 MILLION; AND

PROPOSED ACQUISITION OF THE PACIFIC BANK BERHAD'S ENTIRE BANKING BUSINESS AND ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF P.B. HOLDINGS SDN BHD, PACIFIC NOMINEES (TEMPATAN) SDN BHD AND PACIFIC NOMINEES (ASING) SDN BHD FOR CASH CONSIDERATION OF RM1,250 MILLION.