www.masterskill.edu.my

THE INITIAL PUBLIC OFFERINg (THE “IPO” OR “OFFERINg”) OF UP TO 205,000,000 ORDINARY SHARES OF RM0.20 EACH IN OUR COMPANY (THE “SHARES”) IN CONJUNCTION WITH THE LISTINg OF AND QUOTATION FOR 409,905,780 SHARES ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD (“BURSA SECURITIES”) COMPRISINg:

(I) OFFER FOR SALE OF UP TO 164,000,000 EXISTINg SHARES (THE “OFFER SHARES”) MADE AvAILABLE IN THE FOLLOWINg MANNER: • 41,000,000 OFFER SHARES MADE AvAILABLE TO BUMIPUTERA INSTITUTIONAL AND SELECTED INvESTORS

APPROvED BY THE MINISTRY OF INTERNATIONAL TRADE AND INDUSTRY (“MITI”); AND• UP TO 123,000,000 OFFER SHARES MADE AvAILABLE TO MALAYSIAN INSTITUTIONAL AND SELECTED

INvESTORS AND FOREIgN INSTITUTIONAL AND SELECTED INvESTORS OUTSIDE THE UNITED STATES OF AMERICA (THE “UNITED STATES”) IN RELIANCE ON REgULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”);

AT THE INSTITUTIONAL PRICE TO BE DETERMINED BY WAY OF BOOKBUILDINg (THE “INSTITUTIONAL PRICE”) PURSUANT TO THE INSTITUTIONAL OFFERINg

(II) PUBLIC ISSUE OF 41,000,000 NEW SHARES (THE “ISSUE SHARES”) MADE AvAILABLE IN THE FOLLOWINg MANNER:• 25,500,000 ISSUE SHARES MADE AvAILABLE TO THE MALAYSIAN PUBLIC, OUR ELIgIBLE EMPLOYEES

AND OUR ELIgIBLE gRADUATES AT THE RETAIL PRICE OF RM3.50 PER SHARE, PAYABLE IN FULL UPON APPLICATION (THE “RETAIL PRICE”) PURSUANT TO THE RETAIL OFFERINg; AND

• 15,500,000 ISSUE SHARES MADE AvAILABLE TO MALAYSIAN INSTITUTIONAL AND SELECTED INvESTORS AND FOREIgN INSTITUTIONAL AND SELECTED INvESTORS OUTSIDE THE UNITED STATES IN RELIANCE ON REgULATION S UNDER THE US SECURITIES ACT AT THE INSTITUTIONAL PRICE PURSUANT TO THE INSTITUTIONAL OFFERINg

THE RETAIL PRICE IS PAYABLE IN FULL UPON APPLICATION AND SUBJECT TO REFUND OF THE DIFFERENCE, IN THE EvENT THAT THE FINAL RETAIL PRICE IS LESS THAN THE RETAIL PRICE. THE FINAL RETAIL PRICE WILL BE EQUAL TO THE LOWER OF:

(I) THE RETAIL PRICE; AND(II) 95% OF THE INSTITUTIONAL PRICE;

SUBJECT TO ROUNDINg TO THE NEAREST SEN.

Principal Adviser and Retail Underwriter

YOU ARE ADvISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADvISER.

FOR INFORMATION CONCERNINg CERTAIN RISKS RELATINg TO AN INvESTMENT IN THE SHARES WHICH SHOULD BE CONSIDERED BY PROSPECTIvE INvESTORS, SEE “RISK FACTORS” IN SECTION 5 OF THIS PROSPECTUS.

THIS PROSPECTUS IS NOT TO BE DISTRIBUTED OUTSIDE MALAYSIA.

LISTINg SOUgHT: MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD

Joint Global Co-ordinators and Joint Bookrunners

MASTERSKILL EDUCATION GROUP BERHAD(Company No.:746920-M)(Incorporated in Malaysia under the Companies Act, 1965)

PROSPECTUS This Prospectus is dated 26 April 2010

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Goldman Sachs (Singapore) Pte.(Company Registration Number: 198602165W)

PREMIER • RECOGNISED • TRUSTEDTM

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Company No.: 746920-M

7. BUSINESS OF OUR GROUP (Cont’d)

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(i) Copyright

Our Group’s copyright is in relation to the content of our website www.masterskill.edu.my, customised software and applications developed by third party vendors for us in relation to our visitor management system, clinical posting system, e-Admin, e-HCM, Lab Inventory System and College Administration System; our class attendance system and learning management system which was developed in-house by our IT team; and Clinical Manual for Nursing, Pharmacy Practice and Physiotherapy Practice which was developed in-house by our academic staff.

Under the Copyright Act 1987, Malaysia copyright is the exclusive right to control in Malaysia the reproduction in any material form, the performance, showing or playing in public, the broadcasting, the communication by cable and the distribution of the copies to the public by sale, rental, lease or lending, of the whole or substantial part thereof, either in its original or derivative form. The copyright shall subsist during the life of the author and fifty (50) years after his death.

Copyright of a work shall vest initially with the author. Nevertheless, where a work is commissioned by a person which is not the author's employer under a contract of service or apprenticeship or is made in the course of the author's employment, the copyright shall be deemed to be transferred to the person who commissioned the work or the author's employer, subject to any agreement between the parties excluding or limiting such transfer. The aforesaid software and applications were authored by either our employees who did so in the course of their employment and a third party software vendor who had been commissioned by us to do so.

(ii) Trademarks

We have taken steps to protect our trademarks and logos in Malaysia by applying for the registration of the following trademarks/logos:

(a) “MASTERSKILL™” (b)

(c) “PREMIER.RECOGNISED.TRUSTED™” (d)

(e) “YOUR NO.1 CHOICE IN HEALTHCARE AND EDUCATION™”

Company No.: 746920-M

7. BUSINESS OF OUR GROUP (Cont’d)

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(i) Copyright

Our Group’s copyright is in relation to the content of our website www.masterskill.edu.my, customised software and applications developed by third party vendors for us in relation to our visitor management system, clinical posting system, e-Admin, e-HCM, Lab Inventory System and College Administration System; our class attendance system and learning management system which was developed in-house by our IT team; and Clinical Manual for Nursing, Pharmacy Practice and Physiotherapy Practice which was developed in-house by our academic staff.

Under the Copyright Act 1987, Malaysia copyright is the exclusive right to control in Malaysia the reproduction in any material form, the performance, showing or playing in public, the broadcasting, the communication by cable and the distribution of the copies to the public by sale, rental, lease or lending, of the whole or substantial part thereof, either in its original or derivative form. The copyright shall subsist during the life of the author and fifty (50) years after his death.

Copyright of a work shall vest initially with the author. Nevertheless, where a work is commissioned by a person which is not the author's employer under a contract of service or apprenticeship or is made in the course of the author's employment, the copyright shall be deemed to be transferred to the person who commissioned the work or the author's employer, subject to any agreement between the parties excluding or limiting such transfer. The aforesaid software and applications were authored by either our employees who did so in the course of their employment and a third party software vendor who had been commissioned by us to do so.

(ii) Trademarks

We have taken steps to protect our trademarks and logos in Malaysia by applying for the registration of the following trademarks/logos:

(a) “MASTERSKILL™” (b)

(c) “PREMIER.RECOGNISED.TRUSTED™” (d)

(e) “YOUR NO.1 CHOICE IN HEALTHCARE AND EDUCATION™”

Company No.: 746920-M

7. BUSINESS OF OUR GROUP (Cont’d)

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(i) Copyright

Our Group’s copyright is in relation to the content of our website www.masterskill.edu.my, customised software and applications developed by third party vendors for us in relation to our visitor management system, clinical posting system, e-Admin, e-HCM, Lab Inventory System and College Administration System; our class attendance system and learning management system which was developed in-house by our IT team; and Clinical Manual for Nursing, Pharmacy Practice and Physiotherapy Practice which was developed in-house by our academic staff.

Under the Copyright Act 1987, Malaysia copyright is the exclusive right to control in Malaysia the reproduction in any material form, the performance, showing or playing in public, the broadcasting, the communication by cable and the distribution of the copies to the public by sale, rental, lease or lending, of the whole or substantial part thereof, either in its original or derivative form. The copyright shall subsist during the life of the author and fifty (50) years after his death.

Copyright of a work shall vest initially with the author. Nevertheless, where a work is commissioned by a person which is not the author's employer under a contract of service or apprenticeship or is made in the course of the author's employment, the copyright shall be deemed to be transferred to the person who commissioned the work or the author's employer, subject to any agreement between the parties excluding or limiting such transfer. The aforesaid software and applications were authored by either our employees who did so in the course of their employment and a third party software vendor who had been commissioned by us to do so.

(ii) Trademarks

We have taken steps to protect our trademarks and logos in Malaysia by applying for the registration of the following trademarks/logos:

(a) “MASTERSKILL™” (b)

(c) “PREMIER.RECOGNISED.TRUSTED™” (d)

(e) “YOUR NO.1 CHOICE IN HEALTHCARE AND EDUCATION™”

Company No.: 746920-M

7. BUSINESS OF OUR GROUP (Cont’d)

- 130 -

(i) Copyright

Our Group’s copyright is in relation to the content of our website www.masterskill.edu.my, customised software and applications developed by third party vendors for us in relation to our visitor management system, clinical posting system, e-Admin, e-HCM, Lab Inventory System and College Administration System; our class attendance system and learning management system which was developed in-house by our IT team; and Clinical Manual for Nursing, Pharmacy Practice and Physiotherapy Practice which was developed in-house by our academic staff.

Under the Copyright Act 1987, Malaysia copyright is the exclusive right to control in Malaysia the reproduction in any material form, the performance, showing or playing in public, the broadcasting, the communication by cable and the distribution of the copies to the public by sale, rental, lease or lending, of the whole or substantial part thereof, either in its original or derivative form. The copyright shall subsist during the life of the author and fifty (50) years after his death.

Copyright of a work shall vest initially with the author. Nevertheless, where a work is commissioned by a person which is not the author's employer under a contract of service or apprenticeship or is made in the course of the author's employment, the copyright shall be deemed to be transferred to the person who commissioned the work or the author's employer, subject to any agreement between the parties excluding or limiting such transfer. The aforesaid software and applications were authored by either our employees who did so in the course of their employment and a third party software vendor who had been commissioned by us to do so.

(ii) Trademarks

We have taken steps to protect our trademarks and logos in Malaysia by applying for the registration of the following trademarks/logos:

(a) “MASTERSKILL™” (b)

(c) “PREMIER.RECOGNISED.TRUSTED™” (d)

(e) “YOUR NO.1 CHOICE IN HEALTHCARE AND EDUCATION™”

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