PROPOSED ACQUISITION BY EUROSTEEL LINE SDN BHD ("ELSB"), A WHOLLY-OWNED SUBSIDIARY OF EURO HOLDINGS BERHAD ("EURO"), OF A PARCEL OF LEASEHOLD INDUSTRIAL LAND HELD UNDER PN 65466, LOT 20111, MUKIM OF CHENG, DISTRICT OF MELAKA TENGAH, STATE OF MELAKA, TOGETHER WITH 4 BLOCKS OF INDUSTRIAL BUILDINGS ERECTED THEREON ("SUBJECT PROPERTY") FROM SUPREME POWER AUTO SDN BHD ("SPASB" OR THE "VENDOR") FOR A PURCHASE CONSIDERATION OF RM56.00 MILLION ("PURCHASE CONSIDERATION") TO BE SATISFIED VIA A COMBINATION OF CASH OF RM38.00 MILLION AND ISSUANCE OF 400,000,000 NEW ORDINARY SHARES IN EURO ("EURO SHARES" OR "SHARES") ("CONSIDERATION SHARES") AT AN ISSUE PRICE OF RM0.045 PER CONSIDERATION SHARE ("PROPOSED ACQUISITION")

PROPOSED SETTLEMENT OF DEBTS OWING TO DATO' SRI LIM TECK BOON ("DATO' SRI LIM"), IMPONOTIVE AUTO SDN BHD ("IASB"), SPASB AND SUPREME POWER PERFORMANCE (M) SDN BHD ("SPPSB") (COLLECTIVELY, THE "LENDERS") AMOUNTING TO RM25,344,446 ("DEBTS") TO BE SATISFIED ENTIRELY VIA THE ISSUANCE OF 563,209,911 NEW SHARES ("SETTLEMENT SHARES") AT AN ISSUE PRICE OF RM0.045 PER SETTLEMENT SHARE ("PROPOSED DEBT SETTLEMENT")

PROPOSED PRIVATE PLACEMENT OF UP TO 331,991,700 NEW SHARES ("PLACEMENT SHARES"), REPRESENTING UP TO 25% OF THE TOTAL NUMBER OF ISSUED SHARES (EXCLUDING TREASURY SHARES, IF ANY) AT AN ISSUE PRICE TO BE DETERMINED LATER ("PROPOSED PRIVATE PLACEMENT")

PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 2,623,168,711 NEW SHARES ("RIGHTS SHARES") ON THE BASIS OF 1 RIGHTS SHARE FOR EVERY 1 EXISTING SHARE HELD ON AN ENTITLEMENT DATE ("ENTITLEMENT DATE") AND AT AN ISSUE PRICE TO BE DETERMINED LATER ("PROPOSED RIGHTS ISSUE")

PROPOSED EXEMPTION TO DATO' SRI LIM AND THE PERSONS ACTING IN CONCERT ("PACS") WITH HIM FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER FOR THE REMAINING SHARES NOT ALREADY OWNED BY THEM ("MANDATORY OFFER") UPON COMPLETION OF THE PROPOSED ACQUISITION PURSUANT TO SUBPARAGRAPH 4.08(1)(A) OF THE RULES ON TAKE-OVERS, MERGERS AND COMPULSORY ACQUISITIONS ISSUED BY THE SECURITIES COMMISSION MALAYSIA ("SC") ("RULES") ("PROPOSED EXEMPTION 1")

PROPOSED EXEMPTION TO DATO' SRI LIM AND HIS PACS FROM THE OBLIGATION TO UNDERTAKE A MANDATORY OFFER UPON COMPLETION OF THE PROPOSED DEBT SETTLEMENT PURSUANT TO SUBPARAGRAPH 4.08(1)(B) OF THE RULES ("PROPOSED EXEMPTION 2")

PROPOSED EXEMPTION TO DATO' SRI LIM AND HIS PACS FROM THE OBLIGATION TO UNDERTAKE A MANDATORY OFFER UPON COMPLETION OF THE PROPOSED RIGHTS ISSUE PURSUANT TO SUBPARAGRAPH 4.08(1)(B) OF THE RULES ("PROPOSED EXEMPTION 3")