PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN iMEDIA ASIA SDN BHD (iMEDIA) BY CATCHA DIGITAL FROM CATCHA INVESTMENTS LTD (CATCHA INVESTMENTS) AND iCREATIVE ASIA SDN BHD (iCREATIVE) (CATCHA INVESTMENTS AND iCREATIVE ARE COLLECTIVELY REFERRED TO AS THE VENDORS) FOR A TOTAL PURCHASE CONSIDERATION OF RM10,000,000 WHICH WILL BE FULLY SATISFIED THROUGH THE ISSUANCE OF 40,000,000 NEW ORDINARY SHARES IN CATCHA DIGITAL (CATCHA DIGITAL SHARE(S) OR SHARE(S)) (CONSIDERATION SHARE(S)) AT AN ISSUE PRICE OF RM0.25 PER CONSIDERATION SHARE (PROPOSED ACQUISITION);

PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 174,640,020 SHARES (RIGHTS SHARE(S)) ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY ONE (1) EXISTING CATCHA DIGITAL SHARE HELD BY THE ENTITLED SHAREHOLDERS ON AN ENTITLEMENT DATE TO BE DETERMINED LATER (PROPOSED RIGHTS ISSUE);

PROPOSED EXEMPTION UNDER PARAGRAPHS 4.08(1)(a) AND 4.08(1)(b) OF THE RULES ON TAKE-OVERS, MERGERS AND COMPULSORY ACQUISITIONS FOR PATRICK YKIN GROVE, CATCHA GROUP PTE LTD AND THE PERSONS ACTING IN CONCERT WITH THEM FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER TO ACQUIRE THE REMAINING CATCHA DIGITAL SHARES NOT ALREADY OWNED BY THEM UPON COMPLETION OF THE PROPOSED ACQUISITION AND THE PROPOSED RIGHTS ISSUE RESPECTIVELY (MANDATORY OFFER) (PROPOSED EXEMPTION)