77

Share Buy-Back Statement

VITROX CORPORATION BERHAD

[649966-K]

7.

Material Financial Effects of The Proposed Share Buy-Back (Cont’d)

d.

Working Capital

The Proposed Share Buy-Back is likely to reduce the working capital and cash flow of the Group, the quantum of which

will depend on the purchase prices of the Shares, the number of Shares purchased and any associated costs incurred

in making the purchase.

e.

Substantial Shareholders

Shares bought back by the Company under the Proposed Share Buy-Back that are retained as treasury shares will result

in a proportionate increase in the percentage shareholdings of the Substantial Shareholders in the Company. Please

refer to Section 5 of this Statement for further details.

f.

Dividends

Assuming the Proposed Share Buy-Back is implemented in full, dividends would be paid on the remaining issued and

paid-up share capital of ViTrox (excluding the Shares already purchased). The Proposed Share Buy-Back may have an

impact on the Company’s dividend policy for the financial year ending 31 December 2009 as it would reduce the cash

available which may otherwise be used for dividend payments. Nonetheless, the treasury shares purchased may be

distributed as dividends to shareholders of the Company, if the Company so decides.

Any dividends to be declared by ViTrox in the future would depend on, inter-alia, the profitability and cashflow position

of the Group.

8.

Implication of the Proposed Share Buy-Back Relating to the Malaysian Code on Take-Overs and Mergers, 1998

(The “Code”)

In the event that the Proposed Share Buy-Back results in any Substantial Shareholder and/or persons acting in concert with

him holding more than 33% of the voting shares of the Company, pursuant to the Code, the affected Substantial Shareholder

and/or persons acting in concert with him will be obliged to make a mandatory offer for the remaining Shares not held by him.

In the event that the Proposed Share Buy-Back results in any Substantial Shareholder and/or persons acting in concert with

him who already holds more than 33% of the voting shares of the Company increasing by more than 2% in any six (6) months

period, pursuant to the Code, the affected Substantial Shareholder and/or persons acting in concert with him will be obligated

to make a mandatory offer for the remaining Shares not held by him.

However, the affected Substantial Shareholder and/or persons acting in concert with him may apply for a waiver from the

obligation to make a mandatory offer from the Securities Commission under Practice Note 2.9.10 of the Code.

9.

Purchases made by the Company of its own shares in financial year ended 31 December 2008

The Company has not purchased any of its own Shares, retained its Shares as treasury shares or resale its treasury shares or

cancelled its Shares during the financial year ended 31 December 2008.