INDEPENDENT ADVICE CIRCULAR TO THE HOLDERS IN RELATION TO THE CONDITIONAL MANDATORY TAKE-OVER OFFER BY SPECIAL FLAGSHIP HOLDINGS SDN BHD (“OFFEROR”) THROUGH UOB KAY HIAN SECURITIES (M) SDN BHD TO ACQUIRE ALL THE REMAINING ORDINARY SHARES IN MINDA GLOBAL BERHAD NOT ALREADY HELD BY THE OFFEROR AND TAN SRI DATO’ DR PALANIAPPAN A/L RAMANATHAN CHETTIAR (“TAN SRI PALAN” OR THE “ULTIMATE OFFEROR”) (“OFFER SHARE(S)”) FOR A CASH OFFER PRICE OF RM0.0712 PER OFFER SHARE (“OFFER”)