EONMETALL GROUP BERHAD — M&A Activity 2026

May 21, 2026

22 May 2026

The Board of Directors
EONMETALL GROUP BERHAD
170-09-01, Livingston Tower
Jalan Argyll
10050 George Town
Pulau Pinang
Malaysia

Dear Sirs,

PROPOSED SELECTIVE CAPITAL REDUCTION AND REPAYMENT EXERCISE TO BE UNDERTAKEN BY EONMETALL GROUP BERHAD ("EONMETALL" OR THE "COMPANY") PURSUANT TO SECTION 116 OF THE COMPANIES ACT 2016 ("ACT") ("PROPOSED SCR")

1. INTRODUCTION

1.1 We, Eonmetall Corporation Sdn Bhd and Dato' Goh Cheng Huat ("Dato' Goh") (collectively referred to as the "Non-Entitled Shareholders"), being the major shareholders of Eonmetall, hereby notify you via this letter of our intention to privatise Eonmetall by way of the Proposed SCR ("Letter").

1.2 In this regard, we wish to propose and request that Eonmetall undertakes the Proposed SCR, and upon deliberation by the Board of Directors of Eonmetall ("Board") (save for the Interested Directors as set out under Section 8(i) of this Letter), to table the Proposed SCR to the shareholders of Eonmetall (other than us and persons acting in concert with us in accordance with subsections 216(2) and 216(3) of the Capital Markets and Services Act, 2007 for the purpose of the Proposed SCR ("PACs")) ("Non-Interested Shareholders") for their consideration and approval.

1.3 As at 21 May 2026, being the latest practicable date ("LPD"):

(i) the issued share capital of Eonmetall is RM165,760,320 comprising 403,193,039 ordinary shares in Eonmetall ("Eonmetall Shares" or "Shares") (including 3,096,600 treasury shares);

(ii) there are 46,251,000 outstanding options granted to and held by the eligible directors and employees of Eonmetall and its subsidiaries ("Eonmetall Group") ("Eligible Persons") pursuant to the Company's existing employees' share options scheme ("ESOS") ("ESOS Options"), which are exercisable into 46,251,000 new Eonmetall Shares at an exercise price of RM0.2283 per ESOS Option;

(iii) we and our PACs collectively hold 125,542,596 Shares, representing approximately $31.38\%$ of the total Shares in issue (excluding treasury shares); and

(iv) we and our PACs do not hold any ESOS Options.

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1.4 As at the LPD, the Eonmetall Shares held by us and our PACs are as follows:-

	Direct		Indirect
	No. of Shares	%^{(1)}	No. of Shares	%^{(1)}
Non-Entitled Shareholders
Dato’ Goh	41,128,918	10.28	84,049,128	21.01^{(2)}
Eonmetall Corporation Sdn Bhd^{(3)}	84,049,128	21.01	-	-
PACs
Tai Lew See^{(4)}	70,000	0.02	-	-
Ang Suan^{(4)}	13,500	-^{(7)}	-	-
Tee Ka Hon^{(4)}	91,000	0.02	-	-
Wong Yang Chong^{(4)}	180,000	0.04	-	-
Tan Phaik Hoon^{(5)}	10,000	-^{(7)}	-	-
Tan Kheng Hwa^{(6)}	50	-^{(7)}	-	-
Total	125,542,596	31.38

Notes:-

(1) Computed based on the total number of 400,096,439 issued Eonmetall Shares (after excluding 3,096,600 treasury shares) as at the LPD.

(2) Deemed interested by virtue of his shareholdings in Eonmetall Corporation Sdn Bhd pursuant to section 8(4) of the Act.

(3) Dato’ Goh is a director of Eonmetall Corporation Sdn Bhd and owns 65.0% equity interest in Eonmetall Corporation Sdn Bhd.

(4) Presumed PAC by virtue of being the spouse of a close relative of Dato’ Goh, a director and 65.0% shareholder of Eonmetall Corporation Sdn Bhd.

(5) Presumed PAC by virtue of being a close relative of Datin Tan Pak Say, a director of Eonmetall Corporation Sdn Bhd, who is also a 10.0% shareholder of Eonmetall Corporation Sdn Bhd.

(6) Presumed PAC by virtue of being the spouse of a close relative of Datin Tan Pak Say, a director of Eonmetall Corporation Sdn Bhd, who is also a 10.0% shareholder of Eonmetall Corporation Sdn Bhd.

(7) Less than 0.01%.

2. DETAILS OF THE PROPOSED SCR

2.1 The Proposed SCR involves Eonmetall undertaking a selective capital reduction and a corresponding capital repayment exercise pursuant to Section 116 of the Act in respect of the Eonmetall Shares held by all the shareholders of Eonmetall (other than the Non-Entitled Shareholders), whose names appear in the Record of Depositors of Eonmetall as at the close of business on an entitlement date to be determined and announced later by the Board (“Entitlement Date”) (“Entitled Shareholders”).

2.2 Pursuant to the Proposed SCR, the Entitled Shareholders will receive a cash repayment of RM0.40 for each Eonmetall Share (“SCR Offer Price”) held on the Entitlement Date. For the avoidance of doubt, the Shares held by us are not subject to capital reduction and accordingly we will not be entitled to any capital repayment pursuant to the Proposed SCR. However, our PACs may opt to accept the capital repayment and, if so, their Eonmetall Shares will be cancelled pursuant to the Proposed SCR.

2.3 The Proposed SCR will also be extended to the holders of outstanding ESOS Options who exercise their ESOS Options and receive new Shares before the Entitlement Date. In the event the Board (save for the Interested Directors) resolves to table the Proposed SCR to the Non-Interested Shareholders for their consideration and approval, we also wish to request the Board not to grant any further ESOS Option to the Eligible Persons and terminate the ESOS after approval has been obtained from the Non-Interested Shareholders for the Proposed SCR but before the filing of the application to seek confirmation from the High Court of Malaya for the reduction of the enlarged issued share capital of Eonmetall pursuant to Section 116 of the Act.

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Any outstanding ESOS Option which have yet to be exercised shall automatically terminate upon the termination of the ESOS.

2.4 As at the LPD, the Entitled Shareholders (including our PACs) collectively hold 274,918,393 Eonmetall Shares, representing 68.71% of the total number of issued Eonmetall Shares (excluding treasury shares).

For the avoidance of doubt, all Eonmetall Shares in issue, including the 3,096,600 treasury shares held by Eonmetall and any new Eonmetall Shares to be issued pursuant to the exercise of the 46,251,000 outstanding ESOS Options as at the LPD, will be cancelled, save and except for Eonmetall Shares which are held by us and any of our PACs who opt to waive their entitlement to the capital repayment pursuant to the Proposed SCR.

Assuming none of the outstanding ESOS Options as at the LPD are exercised into new Shares prior to the Entitlement Date and all our PACs opt to waive their entitlement to the capital repayment pursuant to the Proposed SCR ("Minimum Scenario"), the total number of Eonmetall Shares held by the Entitled Shareholders which are to be cancelled pursuant to the Proposed SCR is 274,553,843 Eonmetall Shares.

Assuming all the outstanding ESOS Options as at the LPD are exercised into new Shares prior to the Entitlement Date and all our PACs opt to accept their entitlement to the capital repayment pursuant to the Proposed SCR ("Maximum Scenario"), the total number of Eonmetall Shares held by the Entitled Shareholders which are to be cancelled pursuant to the Proposed SCR is 321,169,393 Eonmetall Shares.

Based on the above, the total number of Eonmetall Shares to be cancelled and the corresponding total capital repayment pursuant to the Proposed SCR at the SCR Offer Price of RM0.40 each under the Minimum Scenario and Maximum Scenario are as follows:-

	Minimum Scenario	Maximum Scenario
Total number of Eonmetall Shares held by Entitled Shareholders to be cancelled	274,553,843	321,169,393
Total capital repayment (RM)	109,821,537	128,467,757

2.5 Upon completion of the Proposed SCR and assuming all our PACs opt to accept their entitlement to the capital repayment pursuant to the Proposed SCR, the 125,178,046 Eonmetall Shares held by us will amount to the entire issued share capital of Eonmetall, resulting in the Non-Entitled Shareholders holding 100% equity interest in Eonmetall ("Completion").

2.6 The Proposed SCR is expected to be funded via an advance from Dato' Goh to Eonmetall.

2.7 We confirm that the Proposed SCR will not fail by reason of insufficient financial capability of Eonmetall and every Entitled Shareholder will be paid in full in cash.

2.8 On 19 March 2026, Eonmetall Land Sdn Bhd (a wholly-owned subsidiary of Eonmetall) had entered into a conditional sale and purchase agreement with WG Malaysia VIII Sdn Bhd for the proposed disposal of a parcel of freehold land measuring approximately 2,876,579 square feet located in Mukim Kapar, Daerah Klang, Negeri Selangor for a cash consideration of approximately RM273.28 million ("Proposed Land Disposal"). For the avoidance of doubt, the Proposed SCR will not be conditional upon the completion of the Proposed Land Disposal and vice versa.

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With regards to the above, we wish to inform that we are aware of Eonmetall's prior contractual obligation under the conditional sale and purchase agreement with WG Malaysia VIII Sdn Bhd for the Proposed Land Disposal and that this is acceptable to us. We confirm that we will not withdraw this Letter for any reason whatsoever relating to the outcome of the Proposed Land Disposal and we do not deem the Proposed Land Disposal to be an event that would result in the Proposed SCR being frustrated.

2.9 We do not intend to maintain the listing status of Eonmetall on the Main Market of Bursa Malaysia Securities Berhad ("Bursa Securities") and accordingly we request that you make an application to Bursa Securities to delist Eonmetall and to withdraw its listing status from the Official List of Bursa Securities upon Completion.

3. BASIS OF ARRIVING AT THE SCR OFFER PRICE

The SCR Offer Price of RM0.40 for each Eonmetall Share was arrived at after taking into consideration the following closing price and volume weighted average market price ("VWAP") of Eonmetall Shares up to and including 21 May 2026, being the last trading day prior to the serving of this Letter ("LTD") as set out below:

	Closing market price / VWAPs (RM)	Premium of SCR Offer Price over market prices
		(RM)	(%)
Closing price of Eonmetall Shares as at the LTD	0.3550	0.0450	12.68
VWAP of Eonmetall Shares up to the LTD:-
• 5-day	0.3502	0.0498	14.22
• 1-month	0.3299	0.0701	21.25
• 3-month	0.3020	0.0980	32.45
• 6-month	0.2909	0.1091	37.50
• 1-year	0.2742	0.1258	45.88

(Source: Bloomberg)

4. RATIONALE FOR THE PROPOSED SCR

The rationale for the Proposed SCR is as follows:

(i) Greater flexibility in managing the business of the Eonmetall Group

The Proposed SCR would provide the Non-Entitled Shareholders greater flexibility in managing and developing the existing businesses of the Eonmetall Group. As a private company, Eonmetall will be subject to less public scrutiny, including from shareholders and potential analysts. In this respect, Eonmetall can focus on its core growth initiatives and long-term value creation without the need for frequent market updates that emphasize short-term results.

In addition, as a private company, Eonmetall would be able to undertake corporate exercises in an expedient manner which may otherwise require extensive public disclosures and approvals from shareholders and/or capital market regulators should Eonmetall remain listed on the Main Market of Bursa Securities. This also enables Eonmetall to operate more effectively in the longer term and make decisions without being subjected to the interests and demands of a diverse group of shareholders who may have conflicting views.

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(ii) Low trading liquidity of Eonmetall Shares

The trading liquidity of Eonmetall Shares has been very low, with an average daily trading volume of 932,864 Eonmetall Shares for the past 3 years up to the LTD. This average daily trading volume merely represents 0.37% of the free float of Eonmetall Shares as at the LTD. The low trading liquidity of Eonmetall Shares has, to a certain extent, curtailed the ease of the ordinary shareholders of the Company to trade Eonmetall Shares on Bursa Securities.

As such, the Proposed SCR provides an opportunity for the Entitled Shareholders to immediately exit and realise their investments in Eonmetall as well as free up their cash flows for other investment opportunities, which they may otherwise have not been able to do so due to the low trading liquidity of Eonmetall Shares.

(iii) Opportunity for the Entitled Shareholders to realise their holdings at a premium to the market price of Eonmetall Shares

The Proposed SCR provides an opportunity for the Entitled Shareholders to exit and realise their investments in Eonmetall at a premium over the prevailing market price of Eonmetall Shares. As set out in Section 3 of this Letter, the SCR Offer Price represents premiums ranging from 12.68% to 45.88% based on the closing price of the Shares as at the LTD as well as the 5-day, 1-month, 3-month, 6-month and 1-year VWAP of the Shares up to and including the LTD. In addition, Eonmetall Shares have not traded at or above the SCR Offer Price for the past 1 year up to the LTD.

5. DISTRIBUTION

If Eonmetall declares, makes and/or pays any dividend and/or distribution of any other nature whatsoever (collectively, the “Distribution”) during the period commencing from the date of this Letter up to the Entitlement Date, the SCR Offer Price will not be reduced as a result of the Distribution. In this regard, all the shareholders of Eonmetall (including the Entitled Shareholders) will be entitled to the Distribution and all the Entitled Shareholders will be entitled to the full SCR Offer Price of RM0.40 for each Eonmetall Share held.

6. COVENANTS

6.1 From the date of your acceptance of the terms of this Letter until Completion, Eonmetall shall undertake to us that, without our prior written consent:-

(i) save for the exercise of outstanding ESOS Options, Eonmetall shall not conduct any capital or fund raising exercise, whether in the form of debt or equity, and shall not grant any options over Eonmetall Shares including ESOS Options or issue any new Eonmetall Shares;

(ii) save for the Proposed Land Disposal, the Eonmetall Group shall not enter into any material commitment or material contract or undertake any obligation to acquire or dispose of any of its assets or create a security interest over any of its assets outside the ordinary course of business;

(iii) Eonmetall shall not pass any resolution in a general meeting (other than in respect of any usual business tabled in an annual general meeting or in connection with the Proposed Land Disposal or the Proposed SCR);

(iv) Eonmetall shall not make any alteration to the provisions of the constitution of Eonmetall or any of its subsidiaries unless it is in relation to the Proposed SCR; and

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(v) Eonmetall shall not do or cause, or allow to be done or omitted, any act or thing which would result (or be likely to result) in a breach of any lawful or contracted obligation of Eonmetall or any of its subsidiaries.

6.2 Eonmetall shall also undertake that, as from the date of this Letter until the date of Completion, Eonmetall shall and shall procure (using all reasonable endeavours to cause) each of its subsidiaries to carry on its business in the usual, regular and ordinary course in substantially the same manner as the same is carried on as at the date of this Letter so as to preserve their relationships with all relevant parties, and ensure that the goodwill and going concern of the Eonmetall Group shall not be materially impaired at the date of Completion, in each case save as otherwise agreed in writing by us.

7. CONDITIONS OF THE PROPOSED SCR

7.1 The Proposed SCR is subject to and conditional upon the following being obtained:-

(i) approval of the Non-Interested Shareholders for the Proposed SCR via a special resolution to be tabled at an extraordinary general meeting to be convened by Eonmetall ("EGM") ("Special Resolution"). The Special Resolution:-

(a) is required to be approved by at least a majority in number of the Non-Interested Shareholders and 75% in value to the votes attached to the Eonmetall Shares held by the Non-Interested Shareholders that are cast either in person or by proxy at the EGM; and

(b) must not be voted against by more than 10% in value of the votes attached to all Eonmetall Shares held by the Non-Interested Shareholders;

(ii) grant of an order by the High Court of Malaya confirming the reduction of the share capital of Eonmetall in accordance with Section 116 of the Act giving effect to the Proposed SCR ("Order"), followed by the lodgement of an office copy of the Order with the Registrar of Companies ("Lodgement");

(iii) approval and/or consent of the existing financiers and/or creditors of the Eonmetall Group, if required; and

(iv) approval and/or consent of any relevant authorities or parties, if required.

7.2 The Proposed SCR will become effective upon the Lodgement ("Effective Date"), and the payment of the SCR Offer Price to the Entitled Shareholders will be made as soon as practicable following the Effective Date, but in any event, within 10 days from the Effective Date.

8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM

Given that the Proposed SCR is to be undertaken at our request, we hereby confirm that:-

(i) Dato' Goh, Datin Tan Pak Say, Goh Hong Kent and Goh Kee Seng, who are the Directors of Eonmetall (collectively, "Interested Directors"), will abstain and continue to abstain from deliberating and voting on the Proposed SCR at the board meeting(s) of Eonmetall and will also abstain from voting in respect of their direct and/or indirect shareholdings in Eonmetall, if any, on the Special Resolution.

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The Interested Directors will ensure that persons connected with them will abstain from voting in respect of their direct and/or indirect shareholdings in Eonmetall, if any, on the Special Resolution; and

(ii) we and our PACs will abstain from voting in respect of our direct and/or indirect shareholdings in Eonmetall, if any, on the Special Resolution. We will ensure that persons connected with us will abstain from voting in respect of their direct and/or indirect shareholdings in Eonmetall, if any, on the Special Resolution.

9. OTHER MATTERS

We hereby confirm that as at the date of this Letter:-

(i) we and our PACs have not received any irrevocable undertaking from any Non-Interested Shareholder to vote in favour of the Special Resolution; and
(ii) there is no existing or proposed agreement, arrangement or understanding in relation to the Eonmetall Shares between us or any of our PACs on the one hand and any of the Entitled Shareholders on the other hand.

10. GOVERNING LAW AND DISPUTE RESOLUTION

The Proposed SCR and any agreement constituted by your acceptance of this Letter shall be governed by the laws of Malaysia and each party will submit to the non-exclusive jurisdiction of the Courts of Malaysia.

11. ACCEPTANCE PERIOD

If the Board (save for the Interested Directors) is agreeable to take steps to implement the Proposed SCR and to recommend the Proposed SCR to the Entitled Shareholders upon the terms envisaged in this Letter, please execute the enclosed duplicate of this Letter and return the same to us no later than 5.00 p.m. on 5 June 2026 (or such other date as may be extended by us in writing), after which the proposal in this Letter shall lapse.

We trust the above is sufficient for the Board's kind consideration and deliberation.

Pursuant to the Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia, kindly make the necessary announcement(s) to your shareholders of our request for Eonmetall to undertake the Proposed SCR.

Yours faithfully,

For and on behalf of

EONMETALL CORPORATION SDN BHD

Name : Dato' Goh Cheng Huat
Designation : Director

DATO' GOH CHENG HUAT

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To: EONMETALL CORPORATION SDN BHD
DATO' GOH CHENG HUAT

(COLLECTIVELY, THE "NON-ENTITLED SHAREHOLDERS")

PROPOSED SELECTIVE CAPITAL REDUCTION AND REPAYMENT EXERCISE TO BE UNDERTAKEN BY EONMETALL GROUP BERHAD PURSUANT TO SECTION 116 OF THE COMPANIES ACT 2016

We, Eonmetall Group Berhad, hereby agree to and accept the terms of your Letter dated 22 May 2026 as set out above.

Yours sincerely,

For and on behalf of the Board of Directors of EONMETALL GROUP BERHAD

Name:

Designation:

Date: