Others PESTECH International Berhad (“PESTECH” or “The Company”) – Performance Based Option Agreement for General Manager

1. INTRODUCTION

Pursuant to Paragraph 9.19(52) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of PESTECH wishes to announce that PESTECH Technology Sdn. Bhd. (“P-Tech“), a wholly-owned subsidiary of PESTECH, had on 29 November 2016 entered into a Performance Based Option Agreement (“the Option Agreement“) with Mr. Paismanathan Govindasamy (“Mr. Govindasamy“), a General Manager of P-Tech, by offering an option to Mr. Govindasamy to subscribe for the ordinary shares of the P-Tech based on the achievability of certain performance parameters prescribed in the Option Agreement (“the Option“).

2. DETAILS OF THE OPTION AGREEMENT

2.1     Pursuant to the Option Agreement, P-Tech will allocate the respective options to the identified management personnel with the Company.

2.2     The option thus allocated shall be able to be converted into 24% of the total ordinary shares of P-Tech at the time of exercise of the Option.

2.3     The option period shall be for a period of five (5) years from the date of the Option Agreement.

3. RATIONALE FOR THE OPTION AGREEMENT

The rationale for the Option Agreement is as follows:-

3.1     to recognise and reward the contributions and services of the Mr. Govindasamy and the identified management personnel of P-Tech who are considered vital to the future growth of P-Tech;

3.2     to reinforce the sense of ownership, loyalty and belonging to the PESTECH Group by enabling them to participate directly in the equity of P-Tech and thereby motivate them to further contribute to the future growth and success of the PESTECH Group; and

3.3     to attract and retain high-calibre key management personnel of P-Tech thus minimising the loss of key personnel.

4. FINANCIAL EFFECT

Save for the dilution in PESTECH’s shareholding from 100% to 76% upon full exercise of the Option, the Option will not have any effect on the net asset per share, gearing and earnings per share of PESTECH for the financial year ending 30 June 2017.

5. APPROVAL REQUIRED

The Option Agreement is not subject to the approvals of shareholders of PESTECH or any other relevant authority.

6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM

None of the PESTECH’s directors, major shareholders and/or persons connected with them have any interests, directly or indirect in the above Option.

7. DIRECTORS’ STATEMENT

The Board of Directors of PESTECH is of the opinion that the above Option Agreement is in the best interest of PESTECH.

This announcement is dated 29 November 2016.