Capital Repayment to Shareholders

Question # 1

Q: I heard that my shares in the Participating Companies will be converted into Synergy Drive's shares or cash. What's all this about?

A: Pursuant to the proposed merger, there will be a capital repayment exercise which involves the 8 Participating Companies' shares. Under this capital repayment exercise, the Participating Companies' shares will be cancelled and you will have to elect to receive either Synergy shares or cash. An election notice and prospectus will be despatched on 27 October 2007 informing you of the number of Synergy Drive shares or cash amount that you are entitled to.

Question # 2

Q: How do you calculate the number of Synergy Drive shares or cash that I am entitled to?

A: Pursuant to the Sale of Business Agreement, each Synergy Drive share is valued at RM5.25. For example, if you hold shares in Highlands & Lowlands, each Highlands & Lowlands share is valued at RM5.09. Based on that, the share swap ratio is 5.09/5.25 = 0.97. The number of Synergy Drive shares you are entitled to is calculated based on the ratio of 1.0 Highlands & Lowlands : 0.97 Synergy Drive shares , i.e. no of Highlands & Lowlands shares X 0.97. The cash value is calculated at RM5.09 X no of Highlands & Lowlands shares.

Question # 3

Q: What is the share swap ratio and offer price for the 8 Participating Companies?

A: The details are as follows:

Question # 4

Q: I have received the prospectus and election notice. What do I need to do?

A: The election notice contains an election form which states the number of Synergy Drive shares that you can elect to receive or the cash amount you can receive if you do not wish to receive Synergy Drive shares. The notice contains instructions for completing the election form and highlights the deadline to elect for Synergy Drive shares. If you want to elect for Synergy Drive shares, you should read the Prospectus together with the Notice before you decide to make your election.

Question # 5

Q: I want to receive Synergy Drive shares and was told that I must submit the election form. What is the deadline for this?

A: You must sign the election form which is part of the election notice and return it to the Registrar before 17 November 2007 .If your election form is not received by the Registrar on or before 5 pm on 17 November 2007, you will be deemed to have elected for cash.

Question # 6

Q: There are fractions when I calculate my entitlement to Synergy Drive shares. What will happen to the fractions?

A:Any fractions of entitlement will not be received by shareholders and the Board shall decide how to deal with it in the best interests of Synergy Drive.

Question # 7

Q: I have shares in 7 out of the 8 Participating Companies and my shares are in 3 different CDS account. How many election forms will I receive?

A: You will receive 7 election forms, one for each Participating Company. Assuming your shares in each of the Participating Companies are not split up between different CDS accounts, each election form will be specific to your shareholding in a particular company in a particular CDS account.

Question # 8

Q: Can I complete and return only one election form because I want to consolidate my entitlement in fewer CDS accounts as I do not want to lose my fractional entitlements?

A: No, you can't. Please make your election for each of the election forms received by you and return before 17 November 2007 if you want to receive Synergy Drive shares. Any election form completed and returned to the Registrar that do not conform to the instructions may not be accepted at the absolute discretion of the Board of Synergy Drive. Such election forms will be treated as an election for cash.

Question # 9

Q: My father and I hold shares in one of the Participating Companies. Can he transfer his shares to me? This is to make sure that our aggregate shareholdings when computed to Synergy Drive shares is in marketable lots and there are no odd lots resulted.

A: Yes, you can. Your father is required to complete a prescribed form by Bursa Malaysia Depository ("Form FTF010") which may be obtained from your stock broker's office. Submit the Form FTF010 to his stock broker before 4 pm, 24 October 2007 (Book Closure Date), being the last day and time for transfer of shares between CDS accounts.

Question # 10

Q: I want to receive cash for my shares in the Participating Companies. Do I need to return the election form to the Registrar?

A: You are not required to return the election form to the Registrar and no further action is required on your part. A bankers cheque will be issued and despatched to your address as per your CDS account maintained with Bursa Malaysia Depository.

Question # 11

Q: I have not received the prospectus and election form. Where do I get a copy of it?

A: The prospectus and election form will be despatched on 27 October 2007. You can get a copy of the prospectus and election notice (containing the election form) by contacting the Registrar (603-40473999), or you can download the prospectus and election form from Bursa Securities website: http://www.bursamalaysia.com.

Question # 12

Q: I notice that the election notice (containing the election form) received by my friends are printed on colour paper and have reprinted details of shareholdings, number of Synergy Drive shares receivable and cash amount receivable and barcode. If I download the election notice (containing the election form) from Bursa Securities website and print on white paper, will this be accepted?

A: Yes. You can download a copy of the election notice (election form) from the website but please ensure that you have downloaded the correct Participating Company's form. The print-outs are acceptable to us. However, you will need to fill in your name, CDS account number, number of Synergy Drive shares or cash amount receivable. The downloaded softcopy of the election form will not have the barcode. If you're in doubt as to how to complete the election form, please contact the Registrar (603-4047 3999) for assistance.

Question # 13

Q: Will there be any acknowledgement for my election form sent to the Registrar? I want to be assured that my election form is received by the Registrar.

A: No acknowledgement will be issued. We suggest that you send your election form by hand, registered mail or courier service, for greater certainty.

Question # 14

Q: Will Synergy Drive accept election forms received after the close of election period?

A: No. Please submit your election form as early as possible so to provide sufficient time for it to reach the Registrar's office before the expiry of the election period. Any election forms received after the expiry of the election period will not be considered as valid elections for Synergy Drive shares and the shareholders of these election forms will automatically receive cash for their shares in the Participating Companies.

Question # 15

Q: My shares in the Participating Companies are in still in my CDS account. Do I need to execute a transfer from my CDS account to Synergy Drive before I sign and return the election form to the Registrar?

A: You are not required to execute a transfer as your shares in the Participating Companies will automatically be taken out from your CDS account upon completion of the Capital Repayment.

Question # 16

Q: I have elected for Synergy Drive shares. When will they be credited into my CDS account? Would I be notified of the date of listing of the Synergy Drive shares?

A: Synergy Drive shares will be credited into your CDS account upon completion of the Capital Repayment. In any case, it will be before the targeted day of listing on the Bursa Malaysia Securities. You are advised to contact your remisier or the Registrar (603-40473999) for confirmation of the date of listing. You can also find the announcement on the Bursa Securities web-site from 27 October 2007.

Question # 17

Q: I've elected for Synergy Drive shares comprised in five election forms issued arising from my shareholdings in three Participating Companies and they're registered in four CDS accounts. Can I request that all these Synergy Drive shares be credited into one CDS account instead of four CDS accounts?

A: No, your Synergy Drive shares will be credited to 4 CDS accounts i.e. the same CDS account where your participating company's shares are deposited.

Question # 18

Q: Can the administrator or executor of an estate whose participating shares are in CDS make an election in this Capital Repayment?

A: Yes, they can make and election provided they have complied with the procedures set by the Bursa Malaysia Depository Requirements. Please contact the Registrar (603-40473999) for further advice.

Question # 19

Q: I'm a shareholder of one of the Participating Companies residing outside Malaysia and I understand that the prospectus and election notice (containing the election form) will not be sent to me. Please let me know how can I receive the documents so that I can exercise my right as a shareholder to make an election?

A: You can exercise your right in the following ways:

1. Complete the Malaysian Address Nomination Form printed in the Notice of Suspension of Trading and Book Closure sent to you on 10 October 2007 or download a copy of it from the Bursa Malaysia Securities. Send or fax it to the Registrar (603-40426352) before 24 October 2007. The Registrar will make arrangements to send the documents to you at your nominated Malaysian address.
2. You can notify the Registrar in writing that you will collect the documents from their office.
3. You can authorise somebody to collect the documents at the Registrar's office. Please notify the Registrar (603-40473999) in advance. The authorised personnel is required to furnish proof of identity of himself.

Question # 20

Q: Can I make a partial election in one election form, i.e. elect for Synergy Drive shares (in marketable lots) for some of my Participating Companies shares and cash for the balance of my shares?

A: No, you can't. You can only elect for either Synergy Drive shares or cash in any one election form. However, if you wish to receive part Synergy Drive shares and part cash, you can transfer some of your shares to another CDS account so that you can opt for cash in one CDS account and shares in the other CDS account.

Question # 21

Q: Is there another option other than to elect for Synergy Drive shares or cash?

A: No, these are the only two options.

Question # 22

Q: When is the last day of trading of the 8 Participating Companies' shares? Will they be any resumption of trading for these shares?

A: 17 October 2007 was the last day of trading. The Company's shares will remain suspended from trading from 18 October 2007 until the 8 Participating Companies are removed from the Official List of Bursa Securities, which will coincide with the listing of Synergy Drive.

Question # 23

Q: I have received the election form for the Participating Companies' shares I hold. Do I need to go to my stock broker and execute a transfer of my shares to Synergy Drive CDS account before I submit the election form?

A: You do not need to execute any transfer and all you need to do if you want to elect to receive Synergy Drive shares is to complete and sign the election form. Send it back to the Registrar before 17 November 2007.

Question # 24

Q: I hold Negara Properties shares. Can you please tell me what do I need to do?

A: Shareholders of Negara Properties would have received an Offer Document for a Mandatory General Offer from Synergy Drive to acquire their shares at an offer price of RM2.29 per Negara shares which will be satisfied by cash. Alternatively, shareholders may choose to receive Synergy Drive shares issued at RM5.25 each, i.e. 0.44 Synergy Drive shares for each Negara share.You are advised to contact the Registrar (603-40473999) for further details on the procedures and deadline for accepting the Offer.

Question # 25

Q: Who should I contact if I have any enquiries in relation to the Capital Repayment, Election Form and Election Period?

A: You can address all you enquiries at the following: