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CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PART A: (I) PROPOSED ACQUISITION OF 40% EQUITY INTEREST IN UNIGEL (UK) LIMITED (“UNIGEL”) BY OPCOM NIAGA SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF OPCOM HOLDINGS BERHAD (“OPCOM” OR THE “COMPANY”), FOR A PURCHASE CONSIDERATION OF APPROXIMATELY USD3,675,388 (EQUIVALENT TO RM11,650,980) TO BE SATISFIED ENTIRELY BY CASH (“PROPOSED ACQUISITION”); AND (II) PROPOSED BONUS ISSUE OF 32,250,000 NEW ORDINARY SHARES OF RM0.20 EACH IN OPCOM (“OPCOM SHARES”) (“BONUS SHARES”) ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FOUR (4) EXISTING OPCOM SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER (“PROPOSED BONUS ISSUE”) PART B: INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF OPCOM IN RELATION TO THE PROPOSED ACQUISITION

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PART A: (I) PROPOSED ACQUISITION OF 40% EQUITY INTEREST IN UNIGEL (UK) LIMITED (“UNIGEL”) BY OPCOM NIAGA SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF OPCOM HOLDINGS BERHAD (“OPCOM” OR THE “COMPANY”), FOR A PURCHASE CONSIDERATION OF APPROXIMATELY USD3,675,388 (EQUIVALENT TO RM11,650,980) TO BE SATISFIED ENTIRELY BY CASH (“PROPOSED ACQUISITION”); AND (II) PROPOSED BONUS ISSUE OF 32,250,000 NEW ORDINARY SHARES OF RM0.20 EACH IN OPCOM (“OPCOM SHARES”) (“BONUS SHARES”) ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FOUR (4) EXISTING OPCOM SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER (“PROPOSED BONUS ISSUE”) PART B: INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF OPCOM IN RELATION TO THE PROPOSED ACQUISITION

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