What is the rationale of imposing a Prescribed Limit under the Constitution of icapital.biz Berhad, how is this Prescribed Limit applicable under SICDA FOR and its implications to foreign share ownership of icapital.biz Berhad.

Safeguarding the interests of all share owners remains your Board’s top priority. Your Fund has a Prescribed Limit in its Constitution imposed by the Securities Commission Guidelines for Public Offerings of Securities of Closed-end Funds [Paragraph 3.7.1(iii)] and the Bursa Main Market Listing Requirements [Paragraph 7.40]. The Prescribed Limit is defined under Regulation 2 of the Securities Industry (Central Depositories) (Foreign Ownership) Regulations 1996 (“SICDA FOR”) as a quota, restriction or limit on the ownership of shares by a foreigner imposed on the issuer by the memorandum and articles of association (Constitution) or any other constituent documents of the issuer.

Regulation 6 of SICDA FOR provides that shares held by foreigners which fall within the Prescribed Limit shall be entitled to all rights and obligations attached to the shares as determined by the Board. Regulation 6 of SICDA FOR also provides that shares held by foreigners which exceed the Prescribed Limit shall be subject to a determination by the Company as to whether such shareholder shall be entitled to all rights and obligations.

Accordingly, foreign depositors who hold voting shares within the Prescribed Limit of 20% as against the total quantity of shares listed on the official list of the Stock Exchange shall be entitled to vote at any general meeting save for restricted shares standing to the credit of the securities account of foreign depositors as being in suspense, pursuant to SICDA FOR read together with the Prescribed Limit of 20% in the Company’s Constitution, the Securities Commission Guidelines for Public Offerings of Securities of Closed-end Funds, the Bursa Main Market Listing Requirements and Chapter 24A of the Rules of Bursa Malaysia Depository concerning foreign ownership of shares in the Company. Determination(s) on rights and obligations attached to restricted shares may be made by the Board of Directors of the Company upon the happening of any of the events listed out in regulation 6(2) of SICDA FOR, such as and not limited to (i) prior to the calling of any general meeting; (ii) prior to the undertaking of any corporate action by the issuer; and (iii) the conversion of shares.

Your Board wishes to explain the necessity to comply with SICDA FOR is to ensure that the long-term interests of the majority individual share owners of your Fund are not eroded but instead preserved.