2. INVESTMENT IN MEZZANINE COMPANIES

CRITERIA OF TARGET COMPANIES

• Ordinary Shares
  Minimum shareholders' funds of RM15 million.
  Total PAT for the last 2 years (audited) + current year (forecast) must not be less than RM10 million.
  Listing potential within 3 years.
  51% of BOD and key management are Bumiputeras.

• Preference Share
  Minimum shareholders' funds of RM2 million.
  Total PAT for the last 2 years (audited) + current year (forecast) must not be less than RM1 million.
  51% of BOD and key management are Bumiputeras.

INVESTMENT STRUCTURE

• Ordinary Shares
  To subscribe a minimum of 10% and maximum of 30% equity interest in the target company with option to sell back to UMB.
• Preference Shares
  To subscribe 5% Cumulative Redeemable Convertible Preference Shares ("CRCPS") in target company.

SIZE OF INVESTMENT

• Ordinary Shares
  Minimum of RM1 million and maximum of RM10 million in the target company.
• Preference Shares
  Minimum of RM1 million and maximum of RM5 million, subject to gearing ratio of 2 times.

TENURE OF INVESTMENT

• Ordinary Shares
  Maximum of 4 years.
• Preference Shares
  Maximum of 5 years.