pharmaniaga berhad - insage

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 only conducted limited review on the sections pertainingto the Proposed Share Split (as defined herein) and has not perused the contents of this Circular in relation to theProposed Bonus Issue and Proposed Amendments (as defined herein) as they are exempt documents pursuant tothe Practice Note 18 of the Listing Requirements of the Main Market of Bursa Securities. Bursa Securities takes noresponsibility for the contents of this Circular, makes no representation as to its accuracy or completeness andexpressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or anypart of the contents of this Circular.

PHARMANIAGA BERHAD(Company No. 467709-M)

(Incorporated in Malaysia under the Companies Act, 1965)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

(I) PROPOSED SHARE SPLIT INVOLVING THE SUBDIVISION OF EVERY ONE (1)EXISTING ORDINARY SHARE OF RM1.00 EACH IN PHARMANIAGA BERHAD(“PHARMANIAGA”) INTO TWO (2) ORDINARY SHARES OF RM0.50 EACH INPHARMANIAGA (“SUBDIVIDED SHARE(S)”) (“PROPOSED SHARE SPLIT”);

(II) PROPOSED BONUS ISSUE OF 23,534,794 NEW SUBDIVIDED SHARES (“BONUSSHARE(S)”) AFTER THE PROPOSED SHARE SPLIT ON THE BASIS OF ONE (1) BONUSSHARE FOR EVERY TEN (10) SUBDIVIDED SHARES HELD (“PROPOSED BONUSISSUE”); AND

(III) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATIONOF PHARMANIAGA TO FACILITATE AND ALLOW THE IMPLEMENTATION OF THEPROPOSED SHARE SPLIT (“PROPOSED AMENDMENTS”)

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Adviser

AFFIN INVESTMENT BANK BERHAD (9999-V)(A Participating Organisation of Bursa Malaysia Securities Berhad)

the Extraordinary General Meeting (“EGM”) of Pharmaniaga to be held at The Royale Bintang Damansara Hotel, TheRoyale Ballroom, 2nd Floor, No. 2 Jalan PJU 7/3, Mutiara Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan onWednesday, 3 April 2013 at 10.00 a.m. or immediately after the conclusion or adjournment (as the case may be) ofthe 15th Annual General Meeting of Pharmaniaga which will be held at the same venue on the same day at 9.30a.m., whichever is later, together with the Proxy Form, are enclosed in this Circular.

The Proxy Form should be completed and deposited at the office of the Share Registrar of Pharmaniaga located atLevel 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur no later than 48hours before the time and date fixed for holding the EGM or any adjournment thereof. The lodging of the Proxy Formwill not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. Thelast day and time for lodging the Proxy Form is on Monday, 1 April 2013 at 10.00 a.m.

This Circular is dated 12 March 2013







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DEFINITIONS

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Except where the context otherwise requires, the following definitions shall apply throughout thisCircular:

Act : Companies Act, 1965

AFFIN Investment : AFFIN Investment Bank Berhad (9999-V), a ParticipatingOrganisation of Bursa Securities

Board : Board of Directors of Pharmaniaga

Bonus Shares : 23,534,794 new Subdivided Shares to be issued and credited asfully paid-up pursuant to the Proposed Bonus Issue

Bursa Securities : Bursa Malaysia Securities Berhad (635998-W)

EGM : Extraordinary General Meeting

Entitlement Date : The date as at the close of business, to be determined andannounced later by the Board, on which the shareholders ofPharmaniaga must be registered as member and whose namesappear in the Record of Depositors to be entitled to the ProposedShare Split and Proposed Bonus Issue

EPS : Earnings per share

FYE : Financial year(s) ended / ending, as the case may be

LPD : 28 February 2013, being the latest practicable date prior to theprinting and despatch of this Circular

M&A : The Company’s Memorandum and Articles of Association

Market Day : A day on which Bursa Securities is open for trading of securities

MMLR : Main Market Listing Requirements of Bursa Securities

NA : Net assets

PAT : Profit after taxation

Pharmaniaga : Pharmaniaga Berhad (467709-M)

Pharmaniaga Group : Pharmaniaga and its subsidiaries, collectively

Pharmaniaga Share(s) : Ordinary share(s) of RM1.00 each in Pharmaniaga

Proposals : Proposed Share Split, Proposed Bonus Issue and ProposedAmendments, collectively

Proposed Amendments : Proposed Amendments to the Memorandum and Articles ofAssociation of Pharmaniaga to facilitate and allow forimplementation of the Proposed Share Split

Proposed Bonus Issue : Proposed bonus issue of 23,534,794 new Subdivided Shares afterthe Proposed Share Split on the basis of one (1) Bonus Share forevery ten (10) Subdivided Shares held at the Entitlement Date

Proposed Share Split : Proposed share split involving the subdivision of every one (1)Pharmaniaga Share into two (2) Subdivided Shares on theEntitlement Date

DEFINITIONS

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Except where the context otherwise requires, the following definitions shall apply throughout thisCircular:

Act : Companies Act, 1965

AFFIN Investment : AFFIN Investment Bank Berhad (9999-V), a ParticipatingOrganisation of Bursa Securities

Board : Board of Directors of Pharmaniaga

Bonus Shares : 23,534,794 new Subdivided Shares to be issued and credited asfully paid-up pursuant to the Proposed Bonus Issue

Bursa Securities : Bursa Malaysia Securities Berhad (635998-W)

EGM : Extraordinary General Meeting

Entitlement Date : The date as at the close of business, to be determined andannounced later by the Board, on which the shareholders ofPharmaniaga must be registered as member and whose namesappear in the Record of Depositors to be entitled to the ProposedShare Split and Proposed Bonus Issue

EPS : Earnings per share

FYE : Financial year(s) ended / ending, as the case may be

LPD : 28 February 2013, being the latest practicable date prior to theprinting and despatch of this Circular

M&A : The Company’s Memorandum and Articles of Association

Market Day : A day on which Bursa Securities is open for trading of securities

MMLR : Main Market Listing Requirements of Bursa Securities

NA : Net assets

PAT : Profit after taxation

Pharmaniaga : Pharmaniaga Berhad (467709-M)

Pharmaniaga Group : Pharmaniaga and its subsidiaries, collectively

Pharmaniaga Share(s) : Ordinary share(s) of RM1.00 each in Pharmaniaga

Proposals : Proposed Share Split, Proposed Bonus Issue and ProposedAmendments, collectively

Proposed Amendments : Proposed Amendments to the Memorandum and Articles ofAssociation of Pharmaniaga to facilitate and allow forimplementation of the Proposed Share Split

Proposed Bonus Issue : Proposed bonus issue of 23,534,794 new Subdivided Shares afterthe Proposed Share Split on the basis of one (1) Bonus Share forevery ten (10) Subdivided Shares held at the Entitlement Date

Proposed Share Split : Proposed share split involving the subdivision of every one (1)Pharmaniaga Share into two (2) Subdivided Shares on theEntitlement Date

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DEFINITIONS (CONT’D)

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Record of Depositors : A record of securities holders established and maintained by BursaMalaysia Depository Sdn Bhd

RM and sen : Ringgit Malaysia and sen, respectively

Subdivided Share(s) : Ordinary share(s) of RM0.50 each in Pharmaniaga, after theProposed Share Split

All references to the “Company” and/or “Pharmaniaga” in this Circular are to Pharmaniaga Berhad.References to “the Group” and/or “Pharmaniaga Group” are to Pharmaniaga and its subsidiaries andreferences to “we”, “us”, “our” and “ourselves” are to Pharmaniaga and where the context require,shall include its subsidiaries.

In this Circular, words importing the singular shall, where applicable, include the plural and vice versaand words importing the masculine gender shall, where applicable, include the feminine and viceversa. Reference to persons shall, where applicable, include corporations.

Any reference in this Circular to any enactment is a reference to that enactment as for the time beingamended or re-enacted. Any discrepancy in the tables between the amount listed and the totals in thisCircular are due to rounding. Any reference to a time of day in this Circular shall be reference toMalaysian time, unless otherwise specified.

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TABLE OF CONTENTS

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LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS

PAGE

1. INTRODUCTION 1

2. DETAILS OF THE PROPOSALS 2

3. SUSPENSION OF TRADING 6

4. RATIONALE FOR THE PROPOSALS 6

5. EFFECTS OF THE PROPOSALS 6

6. PROPOSALS / CORPORATE EXERCISES ANNOUNCED BUT NOT YETCOMPLETED

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7. ESTIMATED TIMEFRAME FOR COMPLETION 8

8. HISTORICAL SHARE PRICES 9

9. APPROVALS REQUIRED 10

10. INTER-CONDITIONALITY OF THE PROPOSALS 10

11. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS 10

12. DIRECTORS’ RECOMMENDATION 10

13. EGM 11

14. FURTHER INFORMATION 11

APPENDICES

I FURTHER INFORMATION 12

II LETTER FROM THE REPORTING ACCOUNTANTS, MESSRS.PRICEWATERHOUSECOOPERS, ON THE SUFFICIENCY OF THECOMPANY’S RESERVES IN RELATION TO THE PROPOSED BONUS ISSUE

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NOTICE OF EGM ENCLOSED

PROXY FORM ENCLOSED

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Registered Office:28th Floor, Menara Boustead

69, Jalan Raja Chulan50200 Kuala Lumpur

12 March 2013

Board of Directors:

Tan Sri Dato’ Seri Lodin Wok Kamaruddin (Non-Independent Non-Executive Chairman)Dato’ Farshila Emran (Managing Director)Lieutenant General Dato’ Seri Panglima Dr Sulaiman Abdullah (Retired) (Independent Non-ExecutiveDirector)Daniel Ebinesan (Non-Independent Non-Executive Director)Mohd Suffian Hj. Haron (Senior Independent Non-Executive Director)Izzat Othman (Independent Non-Executive Director)

To: Our Shareholders

Dear Sir/Madam,

(I) PROPOSED SHARE SPLIT;

(II) PROPOSED BONUS ISSUE; AND

(III) PROPOSED AMENDMENTS

1. INTRODUCTION

On 18 February 2013, AFFIN Investment had, on behalf of the Board, announced that theCompany proposes to implement the following:

(i) Proposed Share Split;

(ii) Proposed Bonus Issue; and

(iii) Proposed Amendments.

On 8 March 2013, AFFIN Investment had, on behalf of the Board, announced that BursaSecurities had, vide its letter dated 8 March 2013, granted its approval for the listing of andquotation of the Subdivided Shares and Bonus Shares on the Main Market of BursaSecurities. The approval of Bursa Securities is subject to the conditions as set out in Section9 of this Circular.

THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE DETAILS OF THEPROPOSALS AND TO SEEK YOUR APPROVAL FOR THE RESOLUTIONS PERTAININGTO THE PROPOSALS TO BE TABLED AT OUR FORTHCOMING EGM. THE NOTICE OFEGM TOGETHER WITH THE PROXY FORM IS ENCLOSED IN THIS CIRCULAR.

YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THISCIRCULAR AND THE APPENDICES OF THIS CIRCULAR BEFORE VOTING ON THERESOLUTIONS PERTAINING TO THE PROPOSALS AT THE FORTHCOMING EGM.

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2. DETAILS OF THE PROPOSALS

2.1 Proposed Share Split

2.1.1 Details of the Proposed Share Split

The Proposed Share Split entails the subdivision of every one (1) existingPharmaniaga Share held by our shareholders whose names appear in theRecord of Depositors of our Company on the Entitlement Date into two (2)Subdivided Shares.

As at the LPD, our issued and paid up share capital is RM117,673,969comprising 117,673,969 Pharmaniaga Shares. Upon completion of theProposed Share Split, our issued and paid-up share capital will beRM117,673,969 comprising 235,347,938 Subdivided Shares.

For illustrative purposes, the theoretical adjusted market price of theSubdivided Shares after the completion of the Proposed Share Split is set outas follows:

Assumednumber of

ordinaryshares held

Parvalue

Marketprice per

shareTotalvalue

RM RM RMAs at the LPD 100 1.00 ^ 7.80 780After the Proposed Share Split 200 0.50 3.90 780

Note:

^ Market price of Pharmaniaga Shares as at the LPD (Source: Bloomberg).

Based on the above illustration, the Proposed Share Split is not expected tohave any impact on the total value of ordinary shares held by you.

2.1.2 Ranking of the Subdivided Shares

The Subdivided Shares shall, upon allotment and issue, rank pari passu in allrespect with each other, save and except that they shall not be entitled to anydividends, rights, allotments and/or other distributions, which may bedeclared, made or paid to shareholders, the entitlement date of whichprecedes the date of allotment of the Subdivided Shares, held by the entitledshareholders whose names appear in the Record of Depositors of theCompany on the Entitlement Date.

On 18 February 2013, our Directors have declared a fourth (4th) interim singletier dividend of 10 sen per Pharmaniaga Share in respect of the FYE 31December 2012 (“Declared Dividend”). The Declared Dividend will be paidon 27 March 2013 to shareholders whose names appear in the Record ofDepositors of our Company at the close of business on 6 March 2013.

As the entitlement date of the Declared Dividend will be prior to the date ofallotment of the Subdivided Shares, the Subdivided Shares shall not beentitled to the Declared Dividend.

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2.1.3 Listing of and quotation for the Subdivided Shares

The Subdivided Shares shall be listed and quoted on the Main Market ofBursa Securities on the next Market Day following the Entitlement Date. TheEntitlement Date shall be determined by our Board after the approvals fromthe shareholders have been obtained. The notice of allotment of theSubdivided Shares will be issued and despatched to the entitledshareholders no later than four (4) Market Days after the date of listing of andquotation for the Subdivided Shares on the Main Market of Bursa Securities,or such other period as may be prescribed by Bursa Securities.

2.2 Proposed Bonus Issue

2.2.1 Basis and number of the Bonus Shares

The Proposed Bonus Issue involves the issuance of 23,534,794 BonusShares at the subdivided par value of RM0.50 each to be credited as fullypaid-up, on the basis of one (1) Bonus Share for every ten (10) SubdividedShares held by you after the Proposed Share Split on the Entitlement Date.

After taking into account the Proposed Share Split, the issued and paid upshare capital of the Company will be RM117,673,969 comprising235,347,938 Subdivided Shares. Therefore, the number of Bonus Shares tobe issued is 23,534,794 new Subdivided Shares pursuant to the ProposedBonus Issue.

For illustrative purposes, the theoretical adjusted market price of theSubdivided Shares after the completion of the Proposed Share Split andProposed Bonus Issue is set out as follows:

Assumednumber of

ordinaryshares held

Parvalue

Marketprice per

shareTotalvalue

RM RM RMAs at the LPD 100 1.00 ^ 7.80 780After the Proposed Share Split 200 0.50 3.90 780After the Proposed Bonus Issue 220 0.50 3.55 780

Note:

^ Market price of Pharmaniaga Shares as at the LPD (Source: Bloomberg).

Based on the above illustration, the Proposed Bonus Issue is not expected tohave any impact on the total value of ordinary shares held by you.

The Proposed Bonus Issue is not intended to be implemented on a staggeredbasis over a period of time and is expected to be implemented immediatelyafter the Proposed Share Split.

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2.2.2 Capitalisation of reserves

Based on our latest audited financial statements as at 31 December 2012,the retained earnings balance at both the Group and Company levels is asfollows:

Audited as at 31 December 2012

Group Company

RM’000 RM’000Retained earnings 343,651 171,455

For illustration purposes, the Proposed Bonus Issue shall be effected by wayof capitalisation of RM11.767 million out of our Company’s retained earningsaccount as follows:

Company levelShare

premiumRetainedearnings Total

RM’000 RM’000 RM’000Audited as at 31 December 2012 11,751 171,455 183,206Less: Declared Dividend - (11,767) (11,767)Less: Amount to be capitalised for

the Proposed Bonus Issue - (11,767) (11,767)Less: Estimated expenses for the

Proposals - (150) (150)After the Proposed Bonus Issue 11,751 147,771 159,522

Pursuant to Paragraph 6.30(1) of the MMLR, a listed issuer intending tomake a bonus issue of securities must ensure that the necessary reservesrequired for the capitalisation of the bonus issue are unimpaired by losses ona consolidated basis, where applicable, based on the listed issuer’s latestaudited financial statements as well as its latest quarterly report.

In respect of the above, our Board has confirmed that based on ourCompany’s latest audited financial results for the FYE 31 December 2012and after the Declared Dividend, our Company’s reserves required forcapitalisation of the Proposed Bonus Issue are adequate and unimpaired bylosses on a consolidated basis. Therefore, we have complied with Paragraph6.30(1) of the MMLR.

The Reporting Accountants for the Proposed Bonus Issue, Messrs.PricewaterhouseCoopers, had via its letter dated 8 March 2013, as enclosedin Appendix II of this Circular, confirmed that, based on the financialinformation extracted from our audited financial statements for the FYE 31December 2012 and after the Declared Dividend, we have sufficient reservesin our Company’s retained earnings account for the capitalisation of theProposed Bonus Issue.

2.2.3 Ranking of the Bonus Shares

The Bonus Shares shall, upon allotment and issue, rank pari passu in allrespects with each other and the Subdivided Shares, save and except thatthey shall not be entitled to any dividends, rights, allotment and/or otherdistributions, which may be declared, made or paid to shareholders, theentitlement date of which precedes the date of allotment of the BonusShares.

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On 18 February 2013, our Directors have declared the Declared Dividend. Asthe entitlement date of the Declared Dividend will be prior to the date ofallotment of the Bonus Shares, the Bonus Shares shall not be entitled to theDeclared Dividend.

Fractional entitlements of the Bonus Shares, if any, shall be disregard anddealt with in such manner as the Board shall in their absolute discretiondeems fit and expedient and in the best interest of the Company.

2.2.4 Listing of and quotation for the Bonus Shares

The Bonus Shares shall be listed and quoted on the Main Market of BursaSecurities on the next Market Day following the Entitlement Date. TheEntitlement Date shall be determined by our Board after the approvals fromthe shareholders have been obtained. The notice of allotment of the BonusShares will be issued and despatched to the entitled shareholders no laterthan four (4) Market Days after the date of listing of and quotation for theBonus Shares on the Main Market of Bursa Securities, or such other periodas may be prescribed by Bursa Securities.

2.3 Proposed Amendments

To accommodate the Proposed Share Split, we also propose to amend our M&A asfollows:

(i) amendment to facilitate the subdivision of the par value of our existingordinary shares of RM1.00 each to RM0.50 each; and

(ii) alteration of our authorised share capital, whereby the authorised sharecapital of RM300,000,000 comprising 300,000,000 Pharmaniaga Shares willbe amended to RM300,000,000 comprising 600,000,000 Subdivided Shares.

Based on the above, we proposed to amend Clause 5 of its Memorandum ofAssociation and Clause 3 of its Articles of Association in the following manner:

Existing Proposed Amendments

Clause 5 of the Memorandum ofAssociation

Clause 5 of the Memorandum of Association

The share capital of the Company isRM300,000,000 divided into 300,000,000ordinary shares of RM1.00 each with powerfor the Company to increase or reduce suchcapital and to issue any part of its capital,original or increased with or without anypreference, priority or special privilege orsubject to any postponement of rights, or toany conditions or restrictions and so that,unless the conditions of issue shall otherwiseexpressly declare, every issue of shares,whether declared to be preference orotherwise, shall be subject to the powerhereinbefore contained.

The share capital of the Company isRM300,000,000 divided into 600,000,000ordinary shares of RM0.50 each with powerfor the Company to increase or reduce suchcapital and to issue any part of its capital,original or increased with or without anypreference, priority or special privilege orsubject to any postponement of rights, or toany conditions or restrictions and so that,unless the conditions of issue shall otherwiseexpressly declare, every issue of shares,whether declared to be preference or otherwise,shall be subject to the power hereinbeforecontained.

Clause 3 of the Articles of Association Clause 3 of the Articles of Association

The authorised capital of the Company isRM300,000,000 divided into 300,000,000shares of RM1.00 each.

The authorised capital of the Company isRM300,000,000 divided into 600,000,000shares of RM0.50 each.

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3. SUSPENSION OF TRADING

No suspension will be imposed on the trading of our shares on Bursa Securities for thepurpose of implementing the Proposed Share Split and the Proposed Bonus Issue. TheSubdivided Shares and Bonus Shares shall be listed and quoted on Bursa Securities on thenext Market Day after the Entitlement Date.

4. RATIONALE FOR THE PROPOSALS

4.1 Proposed Share Split

The Proposed Share Split is expected to adjust the market price of our ordinaryshares and will result in the Subdivided Shares being more affordable which willenable a wider spread of investors to participate in the growth of our Company.

It is expected to also enhance the liquidity and marketability of our shares listed onBursa Securities. The Proposed Share Split will also enable our shareholders to havea larger number of ordinary shares in our Company while maintaining theirpercentage of equity interest in our Company.

4.2 Proposed Bonus Issue

Together with the Proposed Share Split, the Proposed Bonus Issue is intended toincrease our capital base to a level which will better reflect our current scale ofoperation and the assets employed.

It is also expected to promote marketability and liquidity in the trading of our sharesdue to larger capital base whilst rewarding our existing shareholders for theircontinuous support by enabling them to have a greater participation in the equity ofthe Company in terms of the number of ordinary shares held.

4.3 Proposed Amendments

The Proposed Amendments are proposed to be implemented in order to facilitate theimplementation of the Proposed Share Split.

5. EFFECTS OF THE PROPOSALS

The effects of the Proposed Share Split and Proposed Bonus Issue on our issued and paid-upshare capital, substantial shareholders’ shareholding, consolidated NA, gearing and earningsare set out below.

The Proposed Amendments will not have any effect on our issued and paid-up share capital,substantial shareholders’ shareholding, consolidated NA, gearing and earnings.

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5.1 Issued and paid-up share capital

The effects of the Proposed Share Split and Proposed Bonus Issue on our issued andpaid-up share capital as at the LPD are as follows:

Parvalue

No. ofordinary

shares Total

RM RMExisting issued and paid-up share capital as at theLPD 1.00 117,673,969 117,673,969

To be issued pursuant to the Proposed Share Split - 117,673,969 -

Enlarged issued and paid-up share capital afterthe Proposed Share Split 0.50 235,347,938 117,673,969

To be issued pursuant to the Proposed Bonus Issue 0.50 23,534,794 11,767,397

Enlarged issued and paid-up share capital afterthe Proposed Share Split and Proposed BonusIssue 0.50 258,882,732 129,441,366

5.2 Substantial Shareholders’ Shareholding

The Proposed Share Split and Proposed Bonus Issue will not have any effect on oursubstantial shareholders’ percentage of shareholdings except for the proportionateincrease in the number of Subdivided Shares held following the Proposed Share Splitand Proposed Bonus Issue.

5.3 NA and Gearing

The effects of the Proposed Share Split and Proposed Bonus Issue on ourconsolidated NA and gearing based on our audited statement of financial position asat 31 December 2012 are set out below.

(I) (II)Auditedas at 31

December 2012

After theProposed

Share Split

After I and theProposed

Bonus Issue

RM’000 RM’000 RM’000

Share capital 117,674 117,674 129,441Share premium 11,751 11,751 11,751Exchange reserves (1,058) (1,058) (1,058)Retained earnings 343,651 343,651 * ^ 319,966

Shareholders’ equity 472,018 472,018 460,100

No. of Pharmaniaga Sharesin issue (‘000) 117,674 - -

No. of Subdivided Sharesin issue (‘000) - 235,348 258,883

NA per share (RM) 4.01 2.01 1.78

Total borrowings (RM’000) 341,049 341,049 341,049

Gearing ratio (times) 0.72 0.72 0.74

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Notes:

* After deducting the estimated expenses relating to the Proposals of approximately RM150,000.

^ After taking into consideration the Declared Dividend.

5.4 Earnings and EPS

The Proposed Share Split and Proposed Bonus Issue are not expected to have anymaterial effect on the consolidated earnings of our Group for the FYE 31 December2013. However, the EPS will be reduced correspondingly as a result of the increasein the number of ordinary shares-in-issue pursuant to the Proposed Share Split andProposed Bonus Issue.

For illustration purposes only, based on the audited consolidated PAT attributable toour ordinary shareholders for the FYE 31 December 2012 of RM61.7 million and ourissued and paid-up share capital of 117,673,969 Pharmaniaga Shares as at the LPD,our Company’s consolidated earnings per share of 52.44 sen is expected to bereduced to approximately 23.84 sen as a result of the Proposed Share Split andProposed Bonus Issue.

5.5 Convertible securities

As at the LPD, there are no options, warrants or convertible securities issued byPharmaniaga.

6. PROPOSALS / CORPORATE EXERCISES ANNOUNCED BUT NOT YET COMPLETED

Save for the Proposals and the proposed renewal of shareholders’ mandate for recurrentrelated party transactions of a revenue or trading nature, our Board confirms that there is noother proposal which has been announced by our Company but pending implementation as atthe LPD.

7. ESTIMATED TIMEFRAME FOR COMPLETION

Barring any unforeseen circumstances and subject to the approvals of the relevant authoritiesbeing obtained, the Proposals are expected to be completed by the second quarter of 2013.

The tentative timetable for the Proposed Share Split and Proposed Bonus Issue is set outbelow:

Event Timing

EGM of the Proposals 3 April 2013Announcement of the Entitlement Date Mid April 2013Entitlement Date End April 2013Listing of and quotation for the Subdivided Shares and Bonus Shares Early May 2013

The above timetable is tentative and is subject to changes which may be necessary tofacilitate implementation procedures. Any delay in an event will result in a delay ofsubsequent events.

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8. HISTORICAL SHARE PRICES

Our monthly highest and lowest closing share prices as traded on Bursa Securities for thepast twelve (12) months preceding the LPD, are as follows:

High Low

RM RM

2012

March * - * -

April * - * -

May * - * -

June 11.02 5.80

July 11.02 9.48

August 9.38 7.08

September 8.38 7.30

October 8.50 7.37

November 9.01 8.14

December 8.30 8.05

2013

January 8.29 7.85

February 7.89 7.75

The last transacted price on Bursa Securities on 15 February 2013, being the lastfull trading day for Pharmaniaga Shares before the date of the announcement ofthe Proposals

7.81

The last transacted price on Bursa Securities as at the LPD 7.80

Note:

* On 10 June 2011, the trading of Pharmaniaga Shares was suspended by Bursa Securities under paragraph16.02(2) of the MMLR pursuant to the take-over offer by Boustead Holdings Berhad on 18 March 2011. Thetrading of Pharmaniaga Shares had resumed on 15 June 2012 following the upliftment on the suspension oftrading in Pharmaniaga Shares by Bursa Securities.

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9. APPROVALS REQUIRED

The Proposed Share Split and Proposed Bonus Issue are subject to the following approvals:

(i) Bursa Securities, for the listing of and quotation for the Subdivided Shares and BonusShares on the Main Market of Bursa Securities which was obtained via its letter dated8 March 2013, subject to the following conditions:

No. Conditions Status of compliance

1. Pharmaniaga and AFFIN Investment must fully comply withthe relevant provisions under the MMLR pertaining to theimplementation of the Proposed Bonus Issue;

To be complied.

2. Pharmaniaga and AFFIN Investment to inform BursaSecurities upon the completion of the Proposed BonusIssue;

To be complied.

3. Pharmaniaga to furnish Bursa Securities with a writtenconfirmation of its compliance with the terms and conditionsof Bursa Securities’ approval once the Proposed BonusIssue is completed; and

To be complied.

4. Pharmaniaga and AFFIN Investment are required to makethe relevant announcements pursuant to paragraphs6.35(2)(a) & (b) and 6.35(4) of the MMLR.

To be complied.

(ii) our shareholders at the forthcoming EGM to be convened.

The Proposed Amendments are subject to the approval of our shareholders at theforthcoming EGM to be convened.

10. INTER-CONDITIONALITY OF THE PROPOSALS

The completion of the Proposed Share Split and the Proposed Amendments are inter-conditional upon each other. The completion of the Proposed Bonus Issue is conditional uponthe completion of the Proposed Share Split and Proposed Amendments. The completion ofthe Proposed Share Split and the Proposed Amendments are not conditional upon theProposed Bonus Issue.

Save for the above, the completion of the Proposals is not conditional upon any othercorporate proposals of the Company.

11. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

Save for their respective entitlements as shareholders of our Company under the ProposedShare Split and the Proposed Bonus Issue and which the rights are also available to all otherexisting shareholders of our Company, none of our Directors, major shareholders and/orperson(s) connected to them have any interest, directly or indirectly, in the Proposals.

12. DIRECTORS’ RECOMMENDATION

Your Board, having considered all aspects of the Proposals and after careful deliberation, isof the opinion that the Proposals are in the best interest of our Company in light of therationale for the Proposals and effects of the Proposals, details of which are set out in Section4 and Section 5 of this Circular respectively.

Accordingly, your Board recommends that you vote in favour of the special and ordinaryresolutions pertaining to the Proposals to be tabled at the forthcoming EGM.

10






To be complied.


To be complied.


To be complied.


To be complied.











10






To be complied.


To be complied.


To be complied.


To be complied.











To be complied in due course.




10

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13. EGM

An EGM, the Notice of which is enclosed with this Circular, will be held at The Royale BintangDamansara Hotel, The Royale Ballroom, 2nd Floor, No. 2, Jalan PJU 7/3, Mutiara Damansara,47810 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 3 April 2013, at 10.00 a.m. orimmediately after the conclusion or adjournment (as the case may be) of the 15th AnnualGeneral Meeting of our Company which will be held at the same venue and on the same dayat 9.30 a.m., whichever is the later, for the purpose of considering and, if thought fit, passingthe resolutions so as to give effect to the Proposals.

If you are unable to attend and vote in person at the EGM, you may complete and return theenclosed Proxy Form in accordance with the instructions printed thereon as soon as possibleand in any event so as to arrive at the office of our Share Registrar at Level 17, The GardensNorth Tower. Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur no later than 48hours before the time and date fixed for holding the EGM or any adjournment thereof. Thelodging of the Proxy Form does not preclude you from attending and voting in person shouldyou subsequently decide to do so.

14. FURTHER INFORMATION

You are requested to refer to the attached appendices for further information.

Yours faithfully,

For and on behalf of the BoardPHARMANIAGA BERHAD

TAN SRI DATO’ SERI LODIN WOK KAMARUDDINChairman

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APPENDIX I – FURTHER INFORMATION

12

1. DIRECTORS RESPONSIBILITY STATEMENT

This Circular has been seen and approved by our Board and they collectively and individuallyaccept full responsibility for the accuracy, correctness and completeness of the informationgiven herein and confirm that after making all reasonable enquiries to the best of theirknowledge and belief, there are no other facts the omission of which would make anystatement herein misleading.

Where information in this Circular has been extracted from published reports or other publiclyavailable sources, it is the sole responsibility of our Board to ensure that such information hasbeen accurately and correctly extracted and reproduced from these sources.

2. CONSENTS

2.1 AFFIN Investment

AFFIN Investment, being the adviser for the Proposals, has given and has notsubsequently withdrawn its written consent to the inclusion in this Circular of its nameand all references thereto, in the form and context in which they appears in thisCircular.

2.2 Messrs. PricewaterhouseCoopers

Messrs. PricewaterhouseCoopers, being the reporting accountants for the ProposedBonus Issue, has given and has not subsequently withdrawn its written consent to theinclusion in this Circular of its name and all references thereto, in the form andcontext in which it appears in this Circular.

3. DECLARATION OF CONFLICT OF INTEREST

3.1 AFFIN Investment

Save as disclosed below, AFFIN Investment hereby declares that no conflict ofinterest exist or is likely to exist in relation to the role of AFFIN Investment as theprincipal adviser to our Company in relation to the Proposals:

(i) AFFIN Investment is a wholly-owned subsidiary of AFFIN Holdings Berhad(“AHB”). Lembaga Tabung Angkatan Tentera (“LTAT”) and BousteadHoldings Berhad (“BHB”) are substantial shareholders of AHB with 35.20%and 20.69% equity interest respectively in the issued and paid-up capital ofAHB as at the LPD. LTAT and BHB are also our substantial shareholderswith 12.36% and 56.44% equity interest respectively in the issued and paid-up capital of our Company.

(ii) Tan Sri Dato’ Seri Lodin bin Wok Kamaruddin (“TSLWK”) is our Non-Independent Non-Executive Chairman, Deputy Chairman/Group ManagingDirector of BHB, Chief Executive of LTAT, Non-Executive Deputy Chairmanof AHB and Non-Independent Non-Executive Director of AFFIN Investment.As at the LPD, TSLWK holds 28,192,758 BHB Shares representing 2.73%equity interest in BHB, 5,681,886 Pharmaniaga Shares representing 4.83%equity interest in our Company and holds 808,714 ordinary shares in AHB(“AHB Shares”) representing 0.05% equity interest in AHB.

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13

Notwithstanding the above, AFFIN Investment is of the view that the relationship asdescribed above would not give rise to a situation of conflict of interest in AFFINInvestment’s role as the adviser for the Proposals based on the following reasons:

(i) the said directorships of TSLWK in our Company, AHB and AFFINInvestment are non-executive in nature;

(ii) the said shareholdings of TSLWK in AHB is not substantial;

(iii) TSLWK is not involved in the management and/or operational affairs inrelation to corporate assignments undertaken by the Corporate FinanceDepartment of AFFIN Investment;

(iv) our Company and AHB do not interfere and are not involved in themanagement and/or operation of affairs in relation to corporate assignmentundertaken by the Corporate Finance Department of AFFIN Investment. Themanagement and/or the Board of AFFIN Investment are not subjected to thedirections of our Company and AHB in the undertaking of any of its corporateassignments;

(v) AFFIN Investment, as a licensed investment bank, believes in themaintenance of the highest standard of professional responsibility and willensure that it discharges its professional duty accordingly as the adviser toour Company in relation to the Proposals; and

(vi) save for the professional fees to be earned by AFFIN Investment as theadviser to our Company on the Proposals, there are no other direct or indirectinterest to be derived from AFFIN Investment’s appointment and neither isAFFIN Investment interested nor affected by the outcome of the Proposals.

Further, our Board has confirmed that they have been informed and is aware of thesituations as described above and is agreeable to the role of AFFIN Investment asthe adviser to Pharmaniaga in relation to the Proposals.

3.2 Messrs. PricewaterhouseCoopers

Messrs. PricewaterhouseCoopers, being the reporting accountants for the ProposedBonus Issue, have declared that no conflict of interest exists or is likely to exist inrelation to their role as reporting accountants to Pharmaniaga.

4. MATERIAL LITIGATION, CLAIMS OR ARBITRATION

As at the LPD, neither we nor our subsidiaries are engaged in any material litigation, claims orarbitration either as plaintiff or defendant or otherwise, nor are our Directors aware of anyproceedings pending or threatened against us and/or our subsidiaries, or of any facts likely togive rise to any proceedings which might materially or adversely affect the position orbusiness of our Company and/or our subsidiaries.

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5. MATERIAL COMMITMENTS AND CONTINGENT LIABILITIES

5.1 Material commitments

Save as disclosed below, as at 31 December 2012, your Board is not aware of anymaterial commitments for capital expenditure incurred or known to be incurred by ourGroup:

Authorised andcontracted for

Authorisedbut not

contracted for Total

RM’000 RM’000 RM’000Property, plant and equipment 12,528 5,316 17,844

5.2 Contingent Liabilities

As at the LPD, your Board confirms that there are no contingent liabilities incurred orknown to be incurred our Group, which, upon becoming enforceable, may have amaterial impact on the net profit or NA of our Group.

6. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at our registered office at 28th

Floor, Menara Boustead, 69, Jalan Raja Chulan, 50200 Kuala Lumpur, during normalbusiness hours from Monday to Friday (except public holidays) for the period commencingfrom the date of this Circular to the date of the EGM:

(i) M&A;

(ii) the latest audited consolidated financial statements of Pharmaniaga for the past two(2) years FYE 31 December 2011 and 2012;

(iii) the letters of consent and conflict of interest referred to in Section 2 and Section 3 ofthis Appendix respectively; and

(iv) letter of confirmation from the reporting accountants for the Proposed Bonus Issue,Messrs. PricewaterhouseCoopers dated 8 March 2013, on the adequacy of reservesin relation to the Proposed Bonus Issue.

14




NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Pharmaniaga Berhad(“Pharmaniaga”) will be held at The Royale Bintang Damansara Hotel, The Royale Ballroom, 2nd

Floor, No. 2, Jalan PJU 7/3, Mutiara Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan at10.00 a.m. on Wednesday, 3 April 2013 or immediately after the conclusion or adjournment (as thecase may be) of the 15th Annual General Meeting of the Company which will be held at the samevenue and on the same day at 9.30 a.m., whichever is later, for the purpose of considering and, ifthought fit, passing the following resolutions, with or without modifications:

SPECIAL RESOLUTION 1

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION(“M&A”) OF PHARMANIAGA TO FACILITATE AND ALLOW THE IMPLEMENTATION OF THEPROPOSED SHARE SPLIT (“PROPOSED AMENDMENTS”)

“THAT, subject to the passing of the Ordinary Resolution 1, the existing Clause 5 of the Memorandumof Association and the existing Article 3 of the Articles of Association to be respectively amended tothe following for purposes of giving effect to the Proposed Share Split:

(i) Clause 5 of the Memorandum of Association:

The share capital of the Company is RM300,000,000 divided into 600,000,000 ordinaryshares of RM0.50 each with power for the Company to increase or reduce such capital and toissue any part of its capital, original or increased with or without any preference, priority orspecial privilege or subject to any postponement of rights, or to any conditions or restrictionsand so that, unless the conditions of issue shall otherwise expressly declare, every issue ofshares, whether declared to be preference or otherwise, shall be subject to the powerhereinbefore contained.

(ii) Article 3 of the Articles of Association:

The authorised capital of the Company is RM300,000,000 divided into 600,000,000 shares ofRM0.50 each.

ORDINARY RESOLUTION 1

PROPOSED SHARE SPLIT INVOLVING THE SUBDIVISION OF EVERY ONE (1) EXISTINGORDINARY SHARE OF RM1.00 EACH IN PHARMANIAGA (“PHARMANIAGA SHARE(S)”) INTOTWO (2) ORDINARY SHARES OF RM0.50 EACH IN PHARMANIAGA (“SUBDIVIDED SHARE(S)”)(“PROPOSED SHARE SPLIT”)

“THAT, subject to the passing of the Special Resolution 1 as well as the approval of all relevantregulatory authorities for the listing of and quotation for the Subdivided Shares, approval be and ishereby given for each of the Company’s issued and paid-up ordinary share of RM1.00 as at the closeof business to be determined and announced later by the Directors (“Entitlement Date”), to besubdivided into two (2) ordinary shares of RM0.50 each credited as fully paid up, upon allotment andissue, rank pari passu in all respects with each other, save and except that they shall not be entitled toany dividends rights, allotments and/or other distributions, which may be declared, made or paid toshareholders, the entitlement date of which precedes the date of allotment of the Subdivided Shares,held by the entitled shareholders whose names appear in the Record of Depositors of the Companyon the Entitlement Date.

THAT on 18 February 2013 the Directors have declared a fourth (4th) interim single tier dividend of 10sen per Pharmaniaga Share in respect of the FYE 31 December 2012 (“Declared Dividend”). TheDeclared Dividend will be paid on 27 March 2013 to shareholders whose names appear in the Recordof Depositors of the Company at the close of business on 6 March 2013;

THAT as the entitlement date of the Declared Dividend will be prior to the date of allotment of theSubdivided Shares, the Subdivided Shares shall not be entitled to the Declared Dividend;

THAT fractional entitlements of the Subdivided Shares, if any, shall be dealt with in such manner asthe Board shall in their absolute discretion deems fit and expedient and to be in the best interests ofthe Company;

THAT on the Entitlement Date, the authorised capital of the Company, which is RM300,000,000divided into 300,000,000 ordinary shares of RM1.00 each, be altered by subdividing the 300,000,000ordinary shares of RM1.00 each into 600,000,000 ordinary shares of RM0.50 each;

AND THAT the Directors be and are hereby authorised to give effect to the Proposed Share Split withfull powers to assent to any conditions, modifications, variations and/or amendments in any manneras may be required by the relevant authorities and to deal with all matters relating thereto and to takeall such steps and do all acts and things in any manner as they may deem necessary or expedient toimplement, finalise and give full effect to the Proposed Share Split.”

ORDINARY RESOLUTION 2

PROPOSED BONUS ISSUE OF 23,534,794 NEW SUBDIVIDED SHARES (“BONUS SHARE(S)”)AFTER THE PROPOSED SHARE SPLIT ON THE BASIS OF ONE (1) BONUS SHARE FOREVERY TEN (10) SUBDIVIDED SHARES HELD (“PROPOSED BONUS ISSUE”)

"THAT, subject to the passing of the Special Resolution 1 and Ordinary Resolution 1 as well as theapproval of all relevant regulatory authorities for the listing of and quotation for the Bonus Shares,approval be and is hereby given to the Company to capitalise an amount of RM11,767,397 out of theretained earnings accounts of the Company and to apply the same for the purposes of issuing23,534,794 new Subdivided Shares credited as fully paid-up to be issued to the entitled shareholderswhose names appear in the Record of Depositors of the Company on the Entitlement Date on thebasis of one (1) Bonus Share for every ten (10) Subdivided Shares held after the Proposed ShareSplit;

THAT the Bonus Shares shall, upon allotment and issue, rank pari passu in all respects with the eachother and the Subdivided Shares, save and except that they shall not be entitled to any dividends,rights, allotment and/or other distributions, which may be declared, made or paid to shareholders, theentitlement date of which precedes the date of allotment of the Bonus Shares;

THAT as the entitlement date of the Declared Dividend will be prior to the date of allotment of theBonus Shares, the Bonus Shares shall not be entitled to the Declared Dividend;

THAT fractional entitlements of the Bonus Shares, if any, shall be dealt with in such manner as theBoard shall in their absolute discretion deems fit and expedient and to be in the best interests of theCompany;

AND THAT the Directors be and are hereby authorised to give effect to the Proposed Bonus Issuewith full powers to assent to any conditions, modifications, variations and/or amendments in anymanner as may be required by the relevant authorities and to deal with all matters relating thereto andto take all such steps and do all acts and things in any manner as they may deem necessary orexpedient to implement, finalise and give full effect to the Proposed Bonus Issue."

By Order of the BoardPHARMANIAGA BERHAD

SHARIFAH BINTI MALEK (LS00448)NOR AZRINA ZAKARIA (LS0009161)Secretaries

Kuala Lumpur12 March 2013

Notes:

(1) A member of Pharmaniaga entitled to be present and vote at the Meeting may appoint a proxy to vote instead of him. Aproxy may but need not be a member of Pharmaniaga and a member may appoint any person to be his proxy.

(2) The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised inwriting or if the appointor is a corporation, under its common seal or signed by its attorney or by an officer on behalf ofthe corporation.

(3) Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (CentralDepositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one securitiesaccount (omnibus account), there is no limit to the number of proxies which the exempt authorised nominee mayappoint in respect of each omnibus account it holds.

(4) The instrument appointing a proxy together with the power of attorney (if any) under which it is signed or a certified copythereof, shall be deposited at Pharmaniaga’s share registrar, Tricor Investor Services Sdn Bhd, Level 17, The GardensNorth Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur at least forty-eight (48) hours before the timeappointed for holding the meeting or adjourned meeting at which the person named in such instrument proposes tovote; otherwise, the person so named shall not be entitled to vote in respect thereof.

(5) Only members registered in the Record of Depositors as at 27 March 2013 shall be eligible to attend the Meeting or appoint aproxy to attend and vote on his/her behalf.

✄

(467709-M)(Incorporated in Malaysia)

PROXY FORM

I/We,(FULL NAME IN BLOCK LETTERS)

of(FULL ADDRESS)

being a member/members of PHARMANIAGA BERHAD hereby appoint

(FULL NAME IN BLOCK LETTERS)

of(FULL ADDRESS)

or failing him/her,(FULL NAME OF PROXY IN CAPITAL LETTERS AS PER NRIC/PASSPORT)

of(FULL ADDRESS)

or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us and on my/ourbehalf at the Extraordinary General Meeting (“EGM”) of Pharmaniaga to be held at The RoyaleBintang Damansara Hotel, The Royale Ballroom, 2nd Floor, No. 2, Jalan PJU 7/3, Mutiara Damansara,47810 Petaling Jaya, Selangor Darul Ehsan, on Wednesday, 3 April 2013 at 10.00 a.m. or immediatelyafter the conclusion or adjournment (as the case may be), of the 15th Annual General Meeting ofPharmaniaga which will be held at the same venue on the same day at 9.30 a.m., on the followingresolutions referred to in the Notice of EGM.

My/Our proxy is to vote as indicated below:

No. Ordinary Resolutions FOR AGAINST1. Special Resolution 1 - Proposed Amendments2. Ordinary Resolution 1 - Proposed Share Split3. Ordinary Resolution 2 - Proposed Bonus Issue

Please indicate with a ("X") in the spaces provided as to how you wish your vote to be cast. If you do not do so, the proxy willvote or abstain from voting at his/ her discretion.

Date this _______ day of ______________ 2013 __________________________________Signature(s) of member(s)

Notes:


(2) If you wish to appoint as a proxy some person other than the Chairman of the Meeting, please insert in block letters the fullname and address of the person of your choice and initial the insertion at the same time deleting the words “the Chairman ofthe Meeting”. A proxy need not be a member of the Company but must attend the Meeting in person to vote. Please indicatewith an “X” in the appropriate box how you wish your vote to be cast in respect of each Resolution.



(5) The instrument appointing a proxy, together with the power of attorney (if any) under which it is signed or a certifiedcopy thereof, shall be deposited at Pharmaniaga’s share registrar, Tricor Investor Services Sdn Bhd, Level 17, TheGardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur at least forty-eight (48) hours beforethe time appointed for holding the meeting or adjourned meeting at which the person named in such instrumentproposes to vote; otherwise the person so named shall not be entitled to vote in respect thereof.

(6) Only members registered in the Record of Depositors as at 27 March 2013 shall be eligible to attend the Meeting orappoint a proxy to attend and vote on his/her behalf.


PROXY FORM


of(FULL ADDRESS)



of(FULL ADDRESS)


of(FULL ADDRESS)






Notes:








PROXY FORM


of(FULL ADDRESS)



of(FULL ADDRESS)


of(FULL ADDRESS)






Notes:








PROXY FORM


of(FULL ADDRESS)



of(FULL ADDRESS)


of(FULL ADDRESS)






Notes:








PROXY FORM


of(FULL ADDRESS)



of(FULL ADDRESS)


of(FULL ADDRESS)






Notes:







AFFIXSTAMP

Fold this flap for sealing

Then fold here

1st fold here

Please fold here

Share RegistrarTricor Investor Services Sdn Bhd (118401-V)Level 17, The GardensNorth TowerMid Valley CityLingkaran Syed Putra59200 Kuala Lumpur

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Stamp

pharmaniaga berhad - insage

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