HHRG BERHAD — Proxy Solicitation & Information Statement 2026

May 10, 2026

H

HHRG BERHAD

Registration No. 201101041555 (969678-D)

(Incorporated in Malaysia)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HERBEY GIVEN THAT the Extraordinary General Meeting ("EGM") of HHRG Berhad ("HHRG" or the "Company") will be held at Meeting Room, Subang 1, Dorsett Grand Subang, Jalan SS12/1, SS 12, 47500 Subang Jaya, Selangor on Thursday, 21 May 2026 at 9.00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the following ordinary resolutions, pursuant to the Order of the High Court of Malaya at Shah Alam dated 5 May 2026.

AGENDA

1. "THAT Yang Berbahagia Dato' Paduka Ammar Bin Dato' Shaikh Mahmood Naim be hereby removed as a director of the Company with immediate effect."
   Ordinary Resolution 1 (Please refer to Explanatory Note 2)

2. "THAT Guok Ngek Seong be hereby removed as a director of the Company with immediate effect."
   Ordinary Resolution 2 (Please refer to Explanatory Note 2)

3. "THAT Abdul Rahman Bin Hj Din be hereby removed as a director of the Company with immediate effect."
   Ordinary Resolution 3 (Please refer to Explanatory Note 2)

4. "THAT Chan Hon Woo be hereby removed as a director of the Company with immediate effect."
   Ordinary Resolution 4 (Please refer to Explanatory Note 2)

5. "THAT Ju Siew Lee be hereby removed as a director of the Company with immediate effect."
   Ordinary Resolution 5 (Please refer to Explanatory Note 3)

6. "THAT Zam Arri B Mohamed Zam Zamil having consented to act as a director of the Company and having declared that he is not disqualified from being appointed or holding office as a director of a company under the Companies Act 2016, be and is hereby appointed as the director of the Company with immediate effect."
   Ordinary Resolution 6 (Please refer to Explanatory Note 4)

7. "THAT Dr. Hj Mazlan Bin Hj Ahmad having consented to act as a director of the Company and having declared that he is not disqualified from being appointed or holding office as a director of a company under the Companies Act 2016, be and is hereby appointed as a director of the Company with immediate effect."
   Ordinary Resolution 7 (Please refer to Explanatory Note 4)

8. "THAT Low Xhu Hern having consented to act as a director of the Company and having declared that he is not disqualified from being appointed or holding office as a director of a company under the Companies Act 2016, be and is hereby appointed as a director of the Company with immediate effect."
   Ordinary Resolution 8 (Please refer to Explanatory Note 4)

By order of the Board,

TAN TONG LANG
(MAICSA 7045482)
(SSM PC No. 202208000250)

LAI LEE CHEE
(MAICSA NO. 7071580)
(SSM PC No. 202208000475)
Company Secretaries

Kuala Lumpur
12 May 2026

Notes:

1. For the purpose of determining a member who shall be entitled to attend, speak and vote at the EGM, the Company shall be requesting the Record of Depositors as at 15 May 2026. Only a depositor whose name appears on the Record of Depositors as at 15 May 2026 shall be entitled to attend the said Meeting or appoint proxies to attend, speak and vote on his/her behalf.

2. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A member may appoint up to two (2) proxies to attend the same meeting provided that he/she specifies the proportion of his/her shareholding to be represented by each proxy. A proxy may but need not be a member of the Company.

3. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy but not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

4. Where a member is an exempt authorised nominee, it may appoint multiple proxies for each omnibus account it holds.

5. The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation, either under the Corporations Common Seal or under the hand of an officer or attorney so authorised.

6. The Proxy Form must be deposited at the registered office of the Company situated at SB-06-01, Level 6, Tower 3B, UOA Business Park, No. 1, Jalan Pengatarcara U1/51A, 40150 Shah Alam, Selangor Darul Ehsan or submitted via email to generalmeeting@hlmg.com.my or via facsimile at 03-5667 8683, not less than twenty-four (24) hours before the time set for holding the meeting or any adjournment thereof.

7. All resolutions set out in this Notice of EGM will be put to vote by way of poll pursuant to Rule 8.31A of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad.

Explanatory Notes:

1. This EGM is convened in compliance with the Order of the High Court of Malaya at Shah Alam dated 5 May 2026.

2. Ordinary Resolution 1 to 4 - Removal of Directors

The proposed Ordinary Resolution 1 to 4 are to seek members' approval for the removal of the following Directors of the Company:

(a) Yang Berbahagia Dato' Paduka Ammar Bin Dato' Shaikh Mahmood Naim
(b) Guok Ngek Seong
(c) Abdul Rahman Bin Hj Din
(d) Chan Hon Woo

If the said resolutions are passed, the above Directors shall cease to hold office as Directors of the Company with effect from the conclusion of this EGM.

1. Ordinary Resolution 5 - Removal of Director (Ms. Ju Siew Lee)

The Company wishes to inform that Ms. Ju Siew Lee had already resigned as a Director of the Company on 4 April 2025, as announced to Bursa Malaysia Securities Berhad on the same date.

1. Ordinary Resolution 6 to 8 - Appointment of Directors

The proposed Ordinary Resolution 6 to 8 are to seek members' approval for the appointment of the following candidates as Directors of the Company pursuant to Section 201 of the Companies Act 2016:

(a) Zam Arri B Mohamed Zam Zamil
(b) Dr. Hj Mazlan Bin Hj Ahmad
(c) Low Xhu Hern

The profiles of the above candidates, as provided to the Company for the purpose of this EGM, are attached in Appendix 1.

If the said resolutions are passed, the above candidates shall be appointed as Directors of the Company with effect from the conclusion of this EGM and shall hold office in accordance with the provisions of the Companies Act 2016 and the Constitution of the Company.

Personal Data Privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of each proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of each proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.

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Appendix I

ZAM AZRI B MOHAMED ZAM ZAMIL PROFILE WRITE UP

Zam Azri Bin Mohamed Zam Zamil obtained his Diploma in Hospitality Management in 2004 from Integrated Hospitality Consulting, laying the foundation for his career in the Food & Beverage (F&B) and Hospitality Industry.

With over 20 years of experience in the F&B and hotel industry, Zam Azri has played a pivotal role in managing and elevating hospitality standards.

In 2016, he was appointed as the hotel manager for northern region of Hotel Seri Malaysia, responsible for overall management and operation of the hotel.

In 2019, he was appointed as clusters operation manager of Casuarina Hotels of Perak Corporation Berhad, responsible for overall management and operation of the hotel as well as strengthen the hotel's market position.

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DR. HJ MAZLAN BIN HJ AHMAD PROFILE WRITE UP

Dr. Hj Mazlan Bin Hj Ahmad holds a Doctorate in Business Administration from the University of Management Warsaw, Poland, and a Master of Business Administration (MBA) from the University of Georgia, Netherlands. He also completed his education with the Institute of Chartered Secretaries and Administrators (ICSA) at Kolej Profesional Baitulmal in 1995 and was later awarded the prestigious Fellow (FCIS) status in 2012. Additionally, he holds a Bachelor’s Degree in Accounting from the International Islamic University Malaysia (IIUM).

He is appointed by the Prime Minister of Malaysia as an member of the Operations Review Panel and he is a member of the Corruption Perception Index Special Task Force under the Malaysian Anti-Corruption Commission (MACC).

Dr. Hj Mazlan is a Chartered Accountant with the Malaysian Institute of Accountants (MIA) and serves as an Exco Council Member of MIA. He is also actively engaged in industry development as part of the Education Committee Council at the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA).

Dr. Hj Mazlan had various direct involvement in key industries such as construction and development, properties, food and tourism, financial and banking, hotel products and services, management and advisory services. He was formerly Executive Chairman of Finterra Group of Companies and Executive Director of Hidayah Group of Companies.

With over 20 years of experience in the financial and banking sector, he had held various key roles and portfolios during his tenure at Bank Negara Malaysia, contributing significantly to his experience at the banking sector.

Currently, Dr. Hj Mazlan leads Richwood Ventures Berhad Group of Companies as its Executive Chairman. He also serves as a Corporate Advisor to Y.A.M Tengku Putri Datin Paduka Hjh. Arafiah binti Almarhum Sultan Salahuddin Abdul Aziz Shah Alhaj. Additionally, he is the Managing Director of Masyi Technologies Sdn. Bhd. and a Director of both Masyi Trust Limited and Asia Capital Holdings Limited. He is also a Corporate Advisor of Persatuan Perdagang dan Pengusaha Melayu Malaysia (PERDASAMA).

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LOW XHU HERN PROFILE WRITE UP

LOW XHU HERN is an Advocate and Solicitor of the High Court of Malaya. He graduated from University of Malaya in year 2014 with honours in law. His early legal career is in Kuala Lumpur where he gained his legal experience in various civil litigation matters. He was called to the Malaysian Bar and was admitted as an Advocate & Solicitor of the High Court of Malaya in July 2015.

He specializes in conveyancing matters involving developer’s projects, acquisition and disposal of commercial and residential properties and related banking matters. He also specializes in corporate matters involving including advisory on and drafting of different type of agreements, as well as in general civil and corporate litigation, banking litigation, family law matters, employment, land disputes, tort and contracts.

He has more than 9 years of professional experience in legal practice. In 2023, he formed Messrs Low H & Associates and currently is the Managing Partner of the Firm.

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H

HHRG BERHAD

Registration No. 201101041555 (969678-D)

(Incorporated in Malaysia)

PROXY FORM

(Before completing this form, please refer to the notes)

CDS Account No.	:
No. of Shares Held	:

I/We * __ NRIC/Passport/ Company Registration No.* __
(Full name in block)
of __ (Address)
with email address __ mobile phone no. _____

being a member/members* of HHRG BERHAD ("the Company") hereby appoint(s):-

Full Name (in Block)	NRIC/Passport No.*	Proportion of Shareholdings %
Address
Email Address
Mobile Phone No.

and / or*

Full Name (in Block)	NRIC/Passport No.*	Proportion of Shareholdings %
Address
Email Address
Mobile Phone No.

or failing him/her, the Chairman of the Meeting as my/our proxy to attend, speak and vote for my/our* behalf at the Extraordinary General Meeting of the Company to be held at Meeting Room, Subang 1, Dorsett Grand Subang, Jalan SS12/1, SS 12, 47500 Subang Jaya, Selangor on Thursday, 21 May 2026 at 9.00 a.m. or any adjournment thereof in the manner as indicated below:

RESOLUTIONS RELATING TO :-		FOR	AGAINST
ORDINARY RESOLUTION
1.	To remove Yang Berbahagia Dato' Paduka Ammar Bin Dato' Shaikh Mahmood Naim as a Director of the Company.
2.	To remove Guok Ngek Seong as a Director of the Company.
3.	To remove Abdul Rahman Bin Hj Din as a Director of the Company.
4.	To remove Chan Hon Woo as a Director of the Company.
5.	To remove Ju Siew Lee as a Director of the Company.
6.	To appoint Zam Azri B Mohamed Zam Zamil as a Director of the Company.
7.	To appoint Dr. Hj Mazlan Bin Hj Ahmad as a Director of the Company.
8.	To appoint Low Xhu Hern as a Director of the Company.

Please indicate with a “\” or “X” in the space provided how you wish your vote to be cast. If no instruction as to voting is given, the proxy will vote or abstain from voting at his/her discretion.

Signature of Shareholder(s)/Common Seal

Signed this __day of _2026

• Strike out whichever is not desired.

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HHRG BERHAD (Registration No. 201101041555 (969678-D))

Notes:

1. For the purpose of determining a member who shall be entitled to attend, speak and vote at the EGM, the Company shall be requesting the Record of Depositors as at 15 May 2026. Only a depositor whose name appears on the Record of Depositors as at 15 May 2026 shall be entitled to attend the said Meeting or appoint proxies to attend, speak and vote on his/her behalf.

2. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A member may appoint up to two (2) proxies to attend the same meeting provided that he/she specifies the proportion of his/her shareholding to be represented by each proxy. A proxy may but need not be a member of the Company.

3. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy but not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

4. Where a member is an exempt authorised nominee, it may appoint multiple proxies for each omnibus account it holds.

5. The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation, either under the Corporation's Common Seal or under the hand of an officer or attorney so authorised.

6. The Proxy Form must be deposited at the registered office of the Company situated at 3B-06-01, Level 6, Tower 3B, UOA Business Park, No. 1, Jalan Pengaturcara U1/51A, 40150 Shah Alam, Selangor Darul Ehsan or submitted via email to generalmeeting@hhrg.com.my or via facsimile at 03-5567 0683, not less than twenty-four (24) hours before the time set for holding the meeting or any adjournment thereof.

7. All resolutions set out in this Notice of EGM will be put to vote by way of poll pursuant to Paragraph 8.31A of the ACE Market Listing Requirement of Bursa Malaysia Securities Berhad.

Personal Data Privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.

1st fold here

AFFIX STAMP

The Registered Office of
HHRG BERHAD
(Registration No. 201101041555 (969678-D))
3B-06-01, Level 6, Tower 3B,
UOA Business Park, No. 1,
Jalan Pengaturcara U1/51A,
40150 Shah Alam,
Selangor Darul Ehsan

Then fold here

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H

HHRG BERHAD

Company No.: 201101041555 (969678-D)

(Incorporated in Malaysia)

ADMINISTRATIVE NOTES FOR EXTRAORDINARY GENERAL MEETING

1. Date, Time and Venue of Extraordinary General Meeting ("EGM")

The details of the EGM of HHRG Berhad ("HHRG" or "the Company") are as set out below:

Date : Thursday, 21 May 2026

Time : 9.00 a.m.

Venue : Meeting Room, Subang 1, Dorsett Grand Subang, Jalan SS12/1, SS 12, 47500 Subang Jaya, Selangor

1. Notice of EGM and Proxy Form

The Notice of EGM, Proxy Form and Administrative Notes for the EGM have been made available at the Company's website at www.hhrg.com.my and are also available on the website of Bursa Malaysia Securities Berhad at www.bursamalaysia.com.

1. Entitlement to Attend and Vote

In respect of deposited securities, only members whose names appear in the Record of Depositors as at 15 May 2026 shall be eligible to attend, participate, speak and vote at the EGM.

1. Lodgement of Proxy Form of EGM

If you are unable to attend the EGM, you may appoint proxy to vote on your behalf. The instrument appointing the proxy shall be in writing, executed by or on behalf of the appointer. In the case of a corporate member, the instrument appointing a proxy must be either under its common seal or under the hand of its officer or attorney duly authorised.

The instrument appointing a proxy must be deposited at the registered office of the Company at 3B-06-01, Level 6, Tower 3B, UOA Business Park, No.1, Jalan Pengaturcara U1/51A, 40150 Shah Alam, Selangor Darul Ehsan or by fax at 03-5567 0683 or email to generalmeeting@hhrg.com.my, not less than twenty-four (24) hours before the time set for holding the meeting or any adjournment thereof.

A proxy may, but need not be, a member of the Company. There shall be no restriction as to the qualification of the proxy.

If you have submitted your Proxy Form prior to the meeting and subsequently decided to attend the meeting yourself, please proceed to the registration counter to revoke the appointment of your proxy.

1. Health and Safety Measures

As a precautionary measure, the participants who are feeling unwell should wear a mask while attending the EGM, to ensure the safety and comfort of all attendees.

1. Registration

a) The registration will commence at 8:00 a.m. and will end at a time as directed by the Chairman of the EGM. At the closure thereof, no person will be allowed to register for the EGM nor enter the meeting venue and no identification tag (as referred to under item (f) hereinafter) will be allocated.
b) Please read the signage to ascertain the registration counter to register yourself for the EGM and join the queue accordingly.
c) Please produce your original National Registration Identity Card ("NRIC")/passport to the registration staff for verification. Kindly make sure you collect your NRIC/passport thereafter.
d) After the verification, you are required to write your name and sign on the Attendance List placed at the registration counter.
e) No person will be allowed to register on behalf of another person even with the original NRIC/passport of that person.
f) You will be given an identification tag upon verification and registration. No person will be allowed to enter the meeting hall without the identification tag. There will be no replacement in the event that you lose or misplace the identification tag.
g) If you are attending the meeting as a member as well as a proxy, you will be registered once and will be given only one identification tag to enter the meeting hall.

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h) The registration counter will only handle verification of identity and registration. If you have any questions, please proceed to the Help Desk Counter.

1. Voting Procedure

a) Pursuant to Rule 8.31A(1) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the resolution as set out in the Notice of the EGM will be put to vote by poll.
b) The polling process shall be managed by the Company's Share Registrar, Aldpro Corporate Services Sdn. Bhd. who will serve as the Poll Administrator. Independent scrutineers shall be appointed to verify and validate the results of the poll at the EGM.

1. Parking

Vehicles may be parked at the designated location at your convenience. Please be advised that the parking fees are to be borne by the individual parking the vehicle.

1. Door Gifts and Refreshments

a) Kindly be advised that NO door gift will be provided for shareholders and/or proxies who attend the EGM.
b) Coffee and Tea will be provided to registered shareholders/proxies available while supplies last.

1. Mobile Devices

a) Please ensure that all mobile devices, i.e. phones/other sound emitting devices are switched off or put on silent mode during the EGM to ensure smooth and uninterrupted proceedings.
b) Strictly NO unauthorised recording or photography of the proceedings of the EGM is allowed.

1. Personal Belongings

Please take care of your personal belongings. HHRG will not be held responsible for any missing personal belongings.

1. General Enquiry

If you have any enquiries, kindly contact the following persons during office hours, Monday to Friday (excluding public holidays):

Share Registrar
Aldpro Corporate Services Sdn. Bhd.
(from 9:00 a.m. to 5:30 p.m.)
Tel no.: (603) 9770 2200
Fax no.: (603) 2201 7774
Email: admin@aldpro.com.my

HHRG Berhad
(from 9:00 a.m. to 5:30 p.m.)
Tel no: (603) 5569 8663
Fax no.: (603) 5567 0683
Email: generalmeeting@hhrg.com.my