[SCOMIES]: SCOMI ENERGY SERVICES BHD

11-Dec-2017

Court Convened Meeting

04-Jan-2018 14:00

29-Dec-2017

Dewan Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur, Malaysia

SCOMI ENERGY SERVICES BHD ("SCOMI ENERGY") PROPOSED MERGER OF SCOMI ENERGY WITH SCOMI GROUP BHD BY WAY OF A MEMBERS SCHEME OF ARRANGEMENT PURSUANT TO SECTION 366 OF THE COMPANIES ACT, 2016 ("PROPOSED MERGER OF SCOMI ENERGY")
Notice of CCM - SESB.pdf

We refer to the announcements dated 21 August 2017, 15 September 2017, 18 September 2017, 20 September 2017, 5 October 2017, 10 October 2017, 16 October 2017, 7 November 2017, 14 November 2017, 24 November 2017 and11 December 2017. Words and expressions defined in this announcement shall have the same meaning as the words and expressions defined or used in the announcement dated 10 October 2017.

On behalf of the Board, MIDF Investment and Astramina wishto announcethat the non-interested Scheme Shareholders had not approved the Proposed Merger by way of poll voting at the Court Convened Meeting of Scomi Energy held on 4 January 2018.

The results, which were validated by Symphony Corporate House Sdn Bhd, the Independent Scrutineer, are as follows:-

Resolution 1:Proposed Merger No. of Scomi Energy Scheme Shares % No. of Scheme Shareholders % Voted FOR 141,885,450 32.66 35 54.69 Voted AGAINST 292,511,600 67.34 29 45.31 TOTAL 434,397,050 100.00 64 100.00

The total number of shareholders that voted either in person or by proxy is 64 out of which those that voted in favour of the resolution is 35 representing 54.69% in number of holders of the disinterested SchemeShareholders who voted either in person or by proxy.

The total value of the votes of theScomi Energy Scheme Sharesthat voted in favour of the resolution is 141,885,450 representing 32.66% in value of the votes attached to the disinterested Scomi Energy Scheme Sharesheld byholders of the disinterested Scheme Shareholders who voted either in person orby proxy.

The total value ofScomi Energy Scheme Sharescast against the Scheme Resolution1is 292,511,600 representing 12.49%which is more than 10% of the votes attaching to all Scomi Energy Shares.

As the 3-tier threshold required under Paragraph 2(f) of Schedule 3 of the Rules on Take-overs, Mergers and Compulsory Acquisition have not been met, the Scheme Resolution 1 is not carried.

This announcement is dated 4 January 2018.

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