PART A - CIRCULAR TO SHAREHOLDERS PROPOSED ACQUISITION BY MAYBAN FORTIS HOLDINGS BERHAD ("MAYBAN FORTIS"), WHICH IS 70%-OWNED BY MALAYAN BANKING BERHAD AND 30%-OWNED BY FORTIS INSURANCE INTERNATIONAL N.V. OF UP TO 100% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF MNI HOLDINGS BERHAD ("MNIH") PURSUANT TO:
(A) THE PROPOSED ACQUISITIONS BY MAYBAN FORTIS OF:
- 21,721,234 ORDINARY SHARES OF RM1.00 EACH REPRESENTING APPROXIMATELY 7.61% OF THE ISSUED AND PAID UP SHARE CAPITAL OF MNIH (AS AT 18 OCTOBER 2005) FROM PERMODALAN NASIONAL BERHAD; AND

- 188,339,262 ORDINARY SHARES OF RM1.00 EACH REPRESENTING APPROXIMATELY 66.01% OF THE ISSUED AND PAID UP SHARE CAPITAL OF MNIH (AS AT 18 OCTOBER 2005) FROM AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD - SKIM AMANAH SAHAM BUMIPUTERA,

FOR A PURCHASE CONSIDERATION OF RM4.02 PER MNIH ORDINARY SHARE OR AN AGGREGATE OF APPROXIMATELY RM844,443,194 TO BE SATISFIED IN CASH; AND

(B) THE MANDATORY GENERAL OFFER BY MAYBAN FORTIS FOR THE REMAINING SHARES IN MNIH NOT ALREADY HELD BY MAYBAN FORTIS AT A CASH OFFER PRICE OF RM4.02 PER MNIH ORDINARY SHARE.("MNIH MGO"); AND

PART B - INDEPENDENT ADVICE LETTER FROM AFFIN MERCHANT BANK BERHAD