76

Share Buy-Back Statement

VITROX CORPORATION BERHAD

[649966-K]

7.

Material Financial Effects of The Proposed Share Buy-Back

The material financial effects of the Proposed Share Buy-Back on the share capital, consolidated Net Tangible Assets (NTA),

working capital, earnings, dividends and the substantial shareholders’ shareholdings in ViTrox are set out below:

a.

Share Capital

As at 28 April 2009, the issued and paid-up capital of ViTrox was RM15,500,000 comprising 155,000,000 Shares including

2,486,600 shares held as treasury shares. As ViTrox has complied with the prescribed minimum share capital requirement

for a MESDAQ company at RM2,000,000 at all times, therefore the maximum number of Purchased Shares that can be

cancelled by ViTrox, pursuant to the Proposed Share Buy-Back is 15,500,000. Under this scenario, the issued and paid-

up share capital of ViTrox will be diminished from RM15,500,000 comprising 155,000,000 Shares as at 28 April 2009 to

RM13,950,000 comprising 139,500,000 Shares.

If the Purchased Shares are retained as treasury shares, the Proposed Share Buy-Back will not have any effect on the

issued and paid-up share capital of the Company. However, the rights attached to them in relation to voting, dividends

and participation in any other distribution or otherwise will be suspended and the treasury shares shall not be taken

into account in calculating the number or percentage of Shares or of a class of shares for any purposes including, without

limiting the generality of Section 67A(3C) of the Companies Act, 1965, the provisions of any law or requirements of the

Articles or the listing rules of a stock exchange on substantial shareholding, take-overs, notices, the requisitioning of

meetings, the quorum for a meeting and the result of a vote on the resolution at a meeting.

b.

Earnings

The effects of the Proposed Share Buy-Back on the earnings of the Group will depend on, inter alia, the purchase prices

of the Shares, the number of Shares purchased, the effective funding cost to ViTrox to finance the purchase of Shares

or any loss in interest income to the Group and the proposed treatment of the Purchased Shares.

If the Purchased Shares are to be retained as treasury shares or cancelled subsequently, the number of Shares applied

in the computation of the EPS will be reduced, and accordingly, all other things being equal, the Proposed Share Buy-

Back will have a positive impact on the EPS of the Group.

In the event the Purchased Shares are resold subsequently, depending on the price at which the said Shares are resold,

the Proposed Share Buy-Back may have a positive effect on the EPS of the Group if there is a gain on the disposal and

vice-versa.

c.

NTA

The effect of the Proposed Share Buy-Back on the consolidated NTA of the Group would depend on the purchase prices

of the Shares, the number of Shares purchased and the effective funding cost to the Group to finance the purchase of

Shares or any loss in interest income to the Group.

The Proposed Share Buy-Back will reduce the consolidated NTA per Share of the Group if the purchase price exceeds the

consolidated NTA per Share at the time of the purchase, and vice versa.

In the event the treasury shares are resold on Bursa Securities, the consolidated NTA per Share will increase if the Company

realizes a gain from the resale, and vice versa. If the treasury shares are distributed as share dividends, the consolidated

NTA per Share will decrease by the cost of the treasury shares.