META BRIGHT GROUP BERHAD ("MBGB" OR THE "COMPANY)

PROPOSED ACQUISITION OF 1,400,000 ORDINARY SHARES IN TTOP INDUSTRIAL & ENGINEERING SDN BHD ("TIESB"), REPRESENTING 70.0% OF THE ISSUED SHARE CAPITAL OF TIESB FOR A PURCHASE CONSIDERATION OF RM9,292,500, WHICH SHALL BE SATISFIED VIA CASH CONSIDERATION OF RM1,000,000 AND ISSUANCE OF 51,828,125 NEW ORDINARY SHARES IN MBGB AT AN ISSUE PRICE OF RM0.16 EACH ("PROPOSED ACQUISITION")

This announcement is dated 20 May 2026 ("Announcement").

1. INTRODUCTION

On behalf of the Board of Directors of MBGB ("Board"), Malacca Securities Sdn Bhd ("Malacca Securities") wishes to announce that the Company (as the Purchaser) had on 20 May 2026 entered into a share sale agreement with Teo Hin Wee ("THW" or the "Vendor") to acquire 1,400,000 ordinary shares in TIESB ("Sale Shares"), representing 70.0% of the issued share capital of TIESB, for a purchase consideration of RM9,292,500 ("Purchase Consideration") ("SSA"), which shall be satisfied via cash consideration of RM1,000,000 and issuance of 51,828,125 new ordinary shares in MBGB ("MBGB Shares" or the "Shares") ("Consideration Shares") at an issue price of RM0.16 per Consideration Share, subject to the terms and conditions of the SSA.

2. PROPOSED ACQUISITION

As at 19 May 2026, being the latest practicable date prior to this Announcement ("LPD"), TIESB has an issued share capital of RM2,000,000 comprising 2,000,000 ordinary shares ("TIESB Shares").

The Proposed Acquisition entails the acquisition of 1,400,000 Sale Shares by MBGB from the Vendor for a Purchase Consideration of RM9,292,500, representing approximately RM6.64 per Sale Share, subject to the terms and conditions of the SSA.

The Purchase Consideration shall be satisfied based on the payment milestones below:

	Cash	Consideration Shares		Total
	RM	Number	RM	RM
Upon execution of the SSA	(a)500,000	-	-	500,000
Upon completion of the SSA	500,000	6,250,000	1,000,000	1,500,000
Upon the achievement of the profit guarantees based on the profit guarantee mechanisms as detailed in Section 2.3 of this Announcement	-	(b)45,578,125	7,292,500	7,292,500
	1,000,000	51,828,125	8,292,500	9,292,500

Notes:-

(a) RM500,000 which shall be paid upon execution of the SSA ("Earnest Deposit") is refundable to MBGB in the event the SSA lapses or terminates due to the non-fulfilment or non-waiver of any conditions precedent on or before the date falling 180 days after the date of the SSA ("Long-Stop Date") or is terminated due to any breach, default or failure by the Vendor to comply with its obligations under the SSA.

(b) 45,578,125 Consideration Shares which shall be deposited and held by an escrow agent which shall be nominated by MBGB as security for the performance of the profit guarantees as detailed in Section 2.3 of this Announcement ("Pledged Consideration Shares").

The Sale Shares to be acquired shall be free from any form of legal, equitable or security interest, including but not limited to any claim, charge, mortgage, lien, option, equity, power of sale, hypothecation, assignment of receivables, debenture, pledge, caveat, retention of title, right of pre-emption, right of first refusal, or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing or having a similar effect.

MBGB will enter into a shareholders' agreement with the Vendor to govern their relationship and obligation as shareholders of TIESB upon completion of the Proposed Acquisition.

The salient terms of the SSA are set out in Appendix I of this Announcement.

Upon completion of the Proposed Acquisition, TIESB will become a 70.0%-owned subsidiary of MBGB.

2.1 Information on TIESB

TIESB was incorporated under the name of Valijasa Industrial Products Sdn Bhd in Malaysia on 17 December 2008 as a private limited company under the Companies Act, 1965 and deemed registered under the Companies Act, 2016 ("Act"). Subsequently, it had on 20 May 2010 adopted its present name. The registered office of TIESB is at B-38, 1st Floor, Lorong Seri Teruntum 139, Off Jalan Bukit Ubi, 25100 Kuantan, Pahang and its principal office is at No. 12, Jalan Industri Semambu 1, Kawasan Perindustrian Semambu, 25350 Kuantan, Pahang.

As at LPD, TIESB is principally involved in trading in energy related hardware, equipment and machinery as well as providing related engineering services and supply of manpower.

As at LPD, TIESB has a total issued share capital of RM2,000,000 comprising 2,000,000 ordinary shares.

As at LPD, THW is the sole director and sole shareholder of TIESB.

As part of the conditions precedent of the SSA, TIESB is required to perform pre-completion reorganisation (as detailed in Section 2 of Appendix I of this Announcement) and the group structure of TIESB subsequent to the pre-completion reorganisation will comprise the following subsidiaries and associate:-

Subsidiaries / Associate	Date / Place of Incorporation	Issued share capital	Effective equity interest to be held(a)	Principal activity
Subsidiaries
Green Core Consortium Sdn Bhd ("GCCSB")	18 April 2019 / Malaysia	100,000	100.0%(b)	Operation of generation facilities that produce electric energy and construction of other engineering projects
Sangga Tiga (KL) Sdn Bhd ("STKLSB")	12 January 2010 / Malaysia	1,845,000	51.0%(c)	Business of fabrication and engineering works and trading of any other fabricated metal products
Flexitop Industrial & Engineering Sdn Bhd ("FIESB")	23 June 2017 / Malaysia	5,100	100.0%(d)	Business of dealing in all types of industrial supplies, products, articles and engineering services

Subsidiaries / Associate	Date / Place of Incorporation	Issued share capital	Effective equity interest to be held(a)	Principal activity
Associate
Sangga Tiga
(Sarawak) Sdn
Bhd (“STSSB”)	6 October 2022 / Malaysia	100,000	49.0%^{(e)}	As at LPD, STSSB has yet to commence operation.

(TIESB and the above subsidiaries and associate collectively referred to as the “Target Group”.)

Notes:-

(a) The effective equity interest to be held by TIESB subsequent to the pre-completion reorganisation.

(b) As at LPD, the directors and shareholders of GCCSB are as follows:-

	Role	Direct		Indirect
		No. of shares	%	No. of shares	%
TIESB	Shareholder	100,000	100.0	-	-
THW	Director and shareholder	-	-	100,000	100.0
Mohd Suhaimi Bin Mohd Sukeri	Director	-	-	-	-
		100,000	100.0

	Role	Direct		Indirect
		No. of shares	%	No. of shares	%
TIESB	Shareholder	1,107,000	60.0	-	-
THW	Director and shareholder	-	-	1,107,000	60.0
Shahrul Azran Bin Mohamed	Director	-	-	-	-
Mohd Suhaimi Bin Mohd Sukeri	Director and shareholder	738,000	40.0	-	-
		1,845,000	100.0

(d) As at LPD, the directors and shareholders of FIESB are as follows:

	Role	Direct		Indirect
		No. of shares	%	No. of shares	%
TIESB	Shareholder	5,100	100.0	-	-
THW	Director and shareholder	-	-	5,100	100.0
		5,100	100.0

(e) As at LPD, the directors and shareholders of STSSB are as follows:

	Role	Direct		Indirect
		No. of shares	%	No. of shares	%
Shahrul Azran Bin Mohamed	Director and shareholder	49,000	49.0	-	-	-
Khairul Sapardin Bin Mohamad	Director and shareholder	51,000	51.0	-	-	-
Norjanah Binti Isamawi	Director	-	-	-	-	-
		100,000	100.0

Upon completion of the Proposed Acquisition, TIESB will be a $70.0\%$ -subsidiary of MBGB:C

2.2 Information on THW

THW, aged 50, Malaysian, is the sole director and sole shareholder of TIESB.

As at LPD, he is also a director of 2 private companies outside the Target Group, namely Growson Sdn. Bhd. and MCT Agriculture Sdn. Bhd. For avoidance of doubt, THW is not involved in the day-to-day operations of these 2 private companies, and these 2 private companies are not involved in businesses which are related to the Target Group.

2.3 Profit guarantee

In consideration of MBGB acquiring the Sale Shares, THW irrevocably and unconditionally guarantees to MBGB the following guaranteed adjusted consolidated net profit after tax ("Adjusted NPAT") ("Guaranteed NPAT") for the Target Group:-

| Period | Guaranteed NPAT
RM | Cumulative Guaranteed NPAT
RM | Annual Pledged Shares
Number | RM |
| --- | --- | --- | --- | --- |
| 1 July 2026 to 30 June 2027
("PG FYE 2027") | 2,000,000 | 2,000,000 | 6,077,081 | 972,333 |
| 1 July 2027 to 30 June 2028
("PG FYE 2028") | 2,850,000 | 4,850,000 | 8,659,844 | 1,385,575 |
| 1 July 2028 to 30 June 2029
("PG FYE 2029") | 3,150,000 | 8,000,000 | 9,571,406 | 1,531,425 |
| 1 July 2029 to 30 June 2030
("PG FYE 2030") | 3,350,000 | 11,350,000 | 10,179,113 | 1,628,658 |
| 1 July 2030 to 30 June 2031
("PG FYE 2031") | 3,650,000 | 15,000,000 | 11,090,681 | 1,774,509 |
| | 15,000,000 | | 45,578,125 | 7,292,500 |

PG FYE 2027, PG FYE 2028, PG FYE 2029, PG FYE 2030 and PG FYE 2031 shall be collectively referred to as the "Relevant Financial Years".

Guaranteed NPAT for the Relevant Financial Years shall be collectively referred to as the "Aggregate Guaranteed NPAT".

"Annual Pledged Shares" means pledged Consideration Shares for each Relevant Financial Year.

For information, the financial year end of the Target Group is 31 December. It is the intention of MBGB to change the Target Group's financial year end to 30 June to be aligned with the MBGB and its subsidiaries' ("Group") financial year end.

The Adjusted NPAT for each Relevant Financial Year shall be determined solely by reference to the audited consolidated financial statements of the Target Group for that year, adjusted only in accordance with the SSA.

As security for the performance of the Aggregate Guaranteed NPAT, MBGB and the Vendor agree that 45,578,125 Consideration Shares (equivalent to RM7,292,500 in value) ("Pledged Consideration Shares") shall be deposited with a stakeholder to be nominated by MBGB to act as an escrow agent ("Escrow Agent").

The salient features of the Aggregated Guaranteed NPAT are as follows:-

(I) The release of Pledged Consideration Shares shall be determined as follows:

(i) if the cumulative Adjusted NPAT (being aggregate of the Adjusted NPAT from PG FYE 2027 up to and including the relevant Relevant Financial Year ("Cumulative Adjusted NPAT")) as at the end of that Relevant Financial Year is not negative, and (a) the Adjusted NPAT for that Relevant Financial Year is equal to or greater than the Guaranteed NPAT for that year, or (b) the Cumulative Adjusted NPAT is equal to or greater than the cumulative Guaranteed NPAT for that Relevant Financial Year (being aggregate of the Guaranteed NPAT from PG FYE 2027 up to and including the relevant Relevant Financial Year ("Cumulative Guaranteed NPAT")), the Escrow Agent shall release to the Vendor:-

(aa) if the Adjusted NPAT for that Relevant Financial Year is equal to or greater than the Guaranteed NPAT for that year, the Annual Pledged Shares for that Relevant Financial Year; and
(bb) if the Cumulative Adjusted NPAT is equal to or greater than the Cumulative Guaranteed NPAT for that Relevant Financial Year, any Annual Pledged Shares that were not released in respect of a Relevant Financial Year due to any Annual Shortfall (defined below) ("Carried Forward Shares") from previous Relevant Financial Years that have not previously been released, (collectively, "Released Shares");

(ii) if neither condition in paragraph (I)(i)(aa) nor paragraph (I)(i)(bb) above is satisfied, no Pledged Consideration Shares shall be released for that Relevant Financial Year. The Annual Pledged Shares for that year shall become Carried Forward Shares and shall remain with the Escrow Agent.

"Annual Shortfall" means any shortfall in a Relevant Financial Year, being Adjusted NPAT for that Relevant Financial Year falls below the Guaranteed NPAT for that Relevant Financial Year.

For the avoidance of doubt:

(i) over-performance in any Relevant Financial Year shall not entitle the Vendor to the release of Annual Pledged Shares allocated to any subsequent Relevant Financial Year. The maximum number of Pledged Consideration Shares that may be released in respect of any Relevant Financial Year is that year's Annual Pledged Shares plus any then outstanding Carried Forward Shares;
(ii) for any Relevant Financial Year in which the Adjusted NPAT is below the Guaranteed NPAT for that year but the Cumulative Adjusted NPAT is equal to or greater than the Cumulative Guaranteed NPAT (due to over-performance in prior years), the Annual Pledged Shares for that year shall be released; and
(iii) once any Released Shares have been released to the Vendor, those Released Shares shall not be required to be returned to the Escrow Agent or treated as Pledged Consideration Shares by reason of any subsequent shortfall or underperformance in any later Relevant Financial Year.

(II) If at any Relevant Financial Year, the Cumulative Adjusted NPAT equals or exceeds the Aggregate Guaranteed NPAT, MBGB and the Vendor may agree in writing for the Escrow Agent to release all remaining Pledged Consideration Shares to the Vendor, whereupon the Vendor's obligations for the Aggregate Guaranteed NPAT shall be deemed fully satisfied and discharged.

(III) If the Cumulative Adjusted NPAT from PG FYE 2027 up to PG FYE 2031 is equal to or greater than the Aggregate Guaranteed NPAT, no amount shall be payable by the Vendor and the Escrow Agent shall, within 5 business days, release to the Vendor all remaining Pledged Consideration Shares and any other then subsisting security.

(IV) If the Cumulative Adjusted NPAT from PG FYE 2027 up to PG FYE 2031 is less than the Aggregate Guaranteed NPAT, the Vendor shall within 14 business days after written demand by MBGB pay to the Purchaser in cash an amount equal to:

Compensation = (Aggregate Guaranteed NPAT – Cumulative Adjusted NPAT) x 70.0% ("Profit Guarantee Compensation")

If the Vendor fails to pay any Profit Guarantee Compensation (or any part thereof) by the due date, interest shall accrue on the unpaid amount at the rate of 2% per annum above the base lending rate of Malayan Banking Berhad from the due date until the date of actual payment, both before and after judgment.

If the Vendor fails to pay any Profit Guarantee Compensation in full by the due date:

(i) MBGB may instruct the Escrow Agent to sell, transfer or otherwise realise such number of the remaining Pledged Consideration Shares and any other security as are necessary to satisfy the unpaid amount, the accrued interest and the reasonable enforcement costs;

(ii) any balance proceeds, after deduction of such amounts, shall be released to the Vendor; and

(iii) if the net proceeds are insufficient, the Vendor shall immediately pay the deficiency in cash as a debt.

Upon payment in full by the Vendor of all Profit Guarantee Compensation, interest and costs due, the Escrow Agent shall, within 5 business days of receipt of written confirmation from MBGB (such confirmation not to be unreasonably withheld or delayed), release to the Vendor all remaining Pledged Consideration Shares and any other then subsisting security held.

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The following scenarios illustrates the possible outcomes of the Aggregate Guaranteed PAT mechanism:-

Scenario 1: The Target Group meets all Guaranteed NPAT for the Relevant Financial Years

Relevant Financial Year	Guaranteed NPAT (RM)	(A)	Cumulative Guaranteed NPAT (RM)	(B)	Annual target (column A)	Cumulative target (column B)	Release trigger	Annual Pledged Shares		Pledged Consideration Shares Released		Remaining Pledged Consideration Shares
		Adjusted NPAT (RM)		Cumulative Adjusted NPAT (RM)				Number	RM	Number	RM	Number	RM
PG FYE 2027	2,000,000	2,200,000	2,000,000	2,200,000	Met	Met	Both	6,077,081	972,333	6,077,081	972,333	39,501,044	6,320,167
PG FYE 2028	2,850,000	3,000,000	4,850,000	5,200,000	Met	Met	Both	8,659,844	1,385,575	8,659,844	1,385,575	30,841,200	4,934,592
PG FYE 2029	3,150,000	3,200,000	8,000,000	8,400,000	Met	Met	Both	9,571,406	1,531,425	9,571,406	1,531,425	21,269,794	3,403,167
PG FYE 2030	3,350,000	3,500,000	11,350,000	11,900,000	Met	Met	Both	10,179,113	1,628,658	10,179,113	1,628,658	11,090,681	1,774,509
PG FYE 2031	3,650,000	3,800,000	15,000,000	15,700,000	Met	Met	Both	11,090,681	1,774,509	11,090,681	1,774,509	-	-

Conclusion:

No shortfall and no Profit Guarantee Compensation payable. All Pledged Consideration Shares released to the Vendor.

The final Purchase Consideration is:

	RM
Purchase Consideration	9,292,500
Less: Pledged Consideration Shares not being released subsequent to PG FYE 2031	-
Less: Profit Guarantee Compensation payable by the Vendor	-
Final Purchase Consideration	9,292,500

Scenario 2: The Target Group misses target for PG FYE 2028 but catches up in PG FYE 2029

Relevant Financial Year	Guaranteed NPAT (RM)	(A)	Cumulative Guaranteed NPAT (RM)	(B)	Annual target (column A)	Cumulative target (column B)	Release trigger	Annual Pledged Shares		Pledged Consideration Shares Released		Remaining Pledged Consideration Shares
		Adjusted NPAT (RM)		Cumulative Adjusted NPAT (RM)				Number	RM	Number	RM	Number	RM
PG FYE 2027	2,000,000	2,100,000	2,000,000	2,100,000	Met	Met	Both	6,077,081	972,333	6,077,081	972,333	39,501,044	6,320,167
PG FYE 2028	2,850,000	2,000,000	4,850,000	4,100,000	Not Met	Not Met	-	8,659,844	1,385,575	(a)-	-	39,501,044	6,320,167
PG FYE 2029	3,150,000	4,200,000	8,000,000	8,300,000	Met	Met	Both	9,571,406	1,531,425	(b)18,231,250	2,917,000	21,269,794	3,403,167
PG FYE 2030	3,350,000	3,400,000	11,350,000	11,700,000	Met	Met	Both	10,179,113	1,628,658	10,179,113	1,628,658	11,090,681	1,774,509
PG FYE 2031	3,650,000	3,700,000	15,000,000	15,400,000	Met	Met	Both	11,090,681	1,774,509	11,090,681	1,774,509	-	-

Notes:-
(a) The Adjusted NPAT for PG FYE 2028 is not met, hence, the Annual Pledged Shares for the PG FYE 2028 of 8,659,844 Shares are not being released.
(b) The Adjusted NPAT for PG FYE 2029 is met, hence, the Annual Pledged Shares for the PG FYE 2029 of 9,571,406 Shares are being released.

The Cumulative Adjusted NPAT from PG FYE 2027 up to PG FYE 2029 of total RM8,300,000 is more than Cumulative Guaranteed NPAT of RM8,000,000, as such, the 8,659,844 Carried Forward Shares are being released.

Conclusion:

No shortfall and no Profit Guarantee Compensation payable. All Pledged Consideration Shares released to the Vendor.

The final Purchase Consideration is:

Purchase Consideration
R M
9,292,500
Less: Pledged Consideration Shares not being released subsequent to PG FYE 2031
-
Less: Profit Guarantee Compensation payable by the Vendor
-
Final Purchase Consideration
9,292,500

Scenario 3: The Target Group meets certain annual targets only but misses the cumulative targets

Relevant Financial Year	Guaranteed NPAT (RM)	(A)	Cumulative Guaranteed NPAT (RM)	(B)	Annual target (column A)	Cumulative target (column B)	Release trigger	Annual Pledged Shares		Pledged Consideration Shares Released		Remaining Pledged Consideration Shares
		Adjusted NPAT (RM)		Cumulative Adjusted NPAT (RM)				Number	RM	Number	RM	Number	RM
PG FYE 2027	2,000,000	1,500,000	2,000,000	1,500,000	Not Met	Not Met	-	6,077,081	972,333	(a)-	-	45,578,125	7,292,500
PG FYE 2028	2,850,000	2,500,000	4,850,000	4,000,000	Not Met	Not Met	-	8,659,844	1,385,575	(a)-	-	45,578,125	7,292,500
PG FYE 2029	3,150,000	3,500,000	8,000,000	7,500,000	Met	Not Met	Annual target only	9,571,406	1,531,425	(b)9,571,406	1,531,425	36,006,719	5,761,075
PG FYE 2030	3,350,000	3,350,000	11,350,000	10,850,000	Met	Not Met	Annual target only	10,179,113	1,628,658	(b)10,179,113	1,628,658	25,827,606	4,132,417
PG FYE 2031	3,650,000	3,650,000	15,000,000	14,500,000	Met	Not Met	Annual target only	11,090,681	1,774,509	(b)11,090,681	1,774,509	14,736,925	2,357,908

Notes:-

(a) The Adjusted NPAT for each Relevant Financial Year is not met, hence, the Annual Pledged Shares for each Relevant Financial Year are not being released.

(b) The Adjusted NPAT for each Relevant Financial Year is met, hence, the Annual Pledged Shares for each Relevant Financial Year are being released accordingly.

However, the Cumulative Adjusted NPAT from PG FYE 2027 up to each Relevant Financial Year is not met, hence, the Carried Forward Shares are not being released.

Conclusion:

Cumulative shortfall
= Cumulative Guaranteed NPAT – Cumulative Adjusted NPAT
= RM15,000,000 – RM14,500,000
= RM500,000

Profit Guarantee Compensation
= Cumulative Shortfall x 70.0%
= RM500,000 x 70.0%
= RM350,000

Should the Vendor pay the Profit Guarantee Compensation, the remaining 14,736,925 Pledged Consideration Shares at PG FYE 2031 shall be released to the Vendor, thus, the final Purchase Consideration is:

	RM
Purchase Consideration	9,292,500
Less: Pledged Consideration Shares not being released subsequent to PG FYE 2031	-
Less: Profit Guarantee Compensation payable by the Vendor	(350,000)
Final Purchase Consideration	8,942,500

Scenario 4: The Target Group misses all the targets

Relevant Financial Year	Guaranteed NPAT (RM)	(A)	Cumulative Guaranteed NPAT (RM)	(B)	Annual target (column A)	Cumulative target (column B)	Release trigger	Annual Pledged Shares		Pledged Consideration Shares Released		Remaining Pledged Consideration Shares
		Adjusted NPAT (RM)		Cumulative Adjusted NPAT (RM)				Number	RM	Number	RM	Number	RM
PG FYE 2027	2,000,000	1,500,000	2,000,000	1,500,000	Not met	Not met	-	6,077,081	972,333	(a)-	-	45,578,125	7,292,500
PG FYE 2028	2,850,000	2,500,000	4,850,000	4,000,000	Not met	Not met	-	8,659,844	1,385,575	(a)-	-	45,578,125	7,292,500
PG FYE 2029	3,150,000	2,800,000	8,000,000	6,800,000	Not met	Not met	-	9,571,406	1,531,425	(a)-	-	45,578,125	7,292,500
PG FYE 2030	3,350,000	3,000,000	11,350,000	9,800,000	Not met	Not met	-	10,179,113	1,628,658	(a)-	-	45,578,125	7,292,500
PG FYE 2031	3,650,000	3,200,000	15,000,000	13,000,000	Not met	Not met	-	11,090,681	1,774,509	(a)-	-	45,578,125	7,292,500

Note:-
(a) The Adjusted NPAT for each Relevant Financial Year and Cumulative Adjusted NPAT from PG FYE 2027 up to each Relevant Financial Year, both are not met, hence, the Annual Pledged Shares for each Relevant Financial Year and Carried Forward Shares are not being released.

Conclusion:

Cumulative shortfall
= Cumulative Guaranteed NPAT – Cumulative Adjusted NPAT
= RM15,000,000 – RM13,000,000
= RM2,000,000

Profit Guarantee Compensation
= Cumulative Shortfall x 70.0%
= RM2,000,000 x 70.0%
= RM1,400,000

Should the Vendor pay the Profit Guarantee Compensation, the 45,578,125 Pledged Consideration Shares at PG FYE 2031 shall be released to the Vendor, thus, the final Purchase Consideration is:

	RM
Purchase Consideration	9,292,500
Less: Pledged Consideration Shares not being released subsequent to PG FYE 2031	-
Less: Profit Guarantee Compensation payable by the Vendor	(1,400,000)
Final Purchase Consideration	7,892,500

Scenario 5: The Target Group records net loss in PG FYE 2027 but achieves profits in subsequent years

Relevant Financial Year	Guaranteed NPAT (RM)	(A)	Cumulative Guaranteed NPAT (RM)	(B)	Annual target (column A)	Cumulative target (column B)	Release trigger	Annual Pledged Shares		Pledged Consideration Shares Released		Remaining Pledged Consideration Shares
		Adjusted NPAT (RM)		Cumulative Adjusted NPAT (RM)				Number	RM	Number	RM	Number	RM
PG FYE 2027	2,000,000	(500,000)	2,000,000	(500,000)	Not Met	Not Met	-	6,077,081	972,333	(a)-	-	45,578,125	7,292,500
PG FYE 2028	2,850,000	4,000,000	4,850,000	3,500,000	Met	Not Met	Annual target only	8,659,844	1,385,575	(b)8,659,844	1,385,575	36,918,281	5,906,925
PG FYE 2029	3,150,000	5,000,000	8,000,000	8,500,000	Met	Met	Both	9,571,406	1,531,425	(c)15,648,487	2,503,758	21,269,794	3,403,167
PG FYE 2030	3,350,000	3,500,000	11,350,000	12,000,000	Met	Met	Both	10,179,113	1,628,658	(d)10,179,113	1,628,658	11,090,681	1,774,509
PG FYE 2031	3,650,000	3,800,000	15,000,000	15,800,000	Met	Met	Both	11,090,681	1,774,509	(d)11,090,681	1,774,509	-	-

Notes:-

(a) The Adjusted NPAT for PG FYE 2027 is not met, hence, the Annual Pledged Shares for the PG FYE 2027 are not being released. The 6,077,081 Pledged Consideration Shares are being carried forward.

(b) The Adjusted NPAT for PG FYE 2028 is met, hence, the 8,659,844 Annual Pledged Shares for the PG FYE 2028 are being released.

However, the Cumulative Adjusted PAT from PG FYE 2027 up to PG FYE 2028 are not met, hence, the 6,077,081 Carried Forward Shares are not being released.

(c) The Adjusted NPAT for PG FYE 2029 is met, hence, the Annual Pledged Shares for the PG FYE 2029 of 9,571,406 Shares are being released.

The Cumulative Adjusted NPAT from PG FYE 2027 up to PG FYE 2029 of total RM8,500,000 is more than Cumulative Guaranteed NPAT of RM8,000,000, as such, the 6,077,081 Carried Forward Shares are being released.

(d) The Adjusted NPAT for each Relevant Financial Year is not met, hence, the Annual Pledged Shares for each Relevant Financial Year are not being released

Conclusion:

No shortfall and no Profit Guarantee Compensation payable. All Pledged Consideration Shares released to the Vendor.

The final Purchase Consideration is:

	RM
Purchase Consideration	9,292,500
Less: Pledged Consideration Shares not being released subsequent to PG FYE 2031	-
Less: Profit Guarantee Compensation payable by the Vendor	-
Final Purchase Consideration	9,292,500

Scenario 6: The Target Group meets the annual targets and cumulative targets in PG FYE 2027 to PG FYE 2029, but misses the annual targets subsequently

Relevant Financial Year	Guaranteed NPAT (RM)	(A)	Cumulative Guaranteed NPAT (RM)	(B)	Annual target (column A)	Cumulative target (column B)	Release trigger	Annual Pledged Shares		Pledged Consideration Shares Released		Remaining Pledged Consideration Shares
		Adjusted NPAT (RM)		Cumulative Adjusted NPAT (RM)				Number	RM	Number	RM	Number	RM
PG FYE 2027	2,000,000	5,000,000	2,000,000	5,000,000	Met	Met	Both	6,077,081	972,333	(a)6,077,081	972,333	39,501,044	6,320,167
PG FYE 2028	2,850,000	6,000,000	4,850,000	11,000,000	Met	Met	Both	8,659,844	1,385,575	(a)8,659,844	1,385,575	30,841,200	4,934,592
PG FYE 2029	3,150,000	5,000,000	8,000,000	16,000,000	Met	Met	Both	9,571,406	1,531,425	(a)9,571,406	1,531,425	21,269,794	3,403,167
PG FYE 2030	3,350,000	(2,000,000)	11,350,000	14,000,000	Not Met	Met	Cumulative target only	10,179,113	1,628,658	(b)10,179,113	1,628,658	11,090,681	1,774,509
PG FYE 2031	3,650,000	(1,000,000)	15,000,000	13,000,000	Not Met	Not Met	-	11,090,681	1,774,509	(c)-	-	11,090,681	1,774,509

Notes:-

(a) The Adjusted NPAT for each Relevant Financial Year is met, hence, the Annual Pledged Shares for each Relevant Financial Year are being released accordingly.
(b) The Adjusted NPAT for PG FYE 2030 is not met, however, the Cumulative Adjusted NPAT from PG FYE 2027 up to PG FYE 2030 is met, hence, the 10,179,113 Annual Pledged Shares for PG FYE 2030 are being released.
(c) The Adjusted NPAT for PG FYE 2031 is not met, hence, the Annual Pledged Shares for PG FYE 2031 are not being released.

Conclusion:

Cumulative shortfall

Cumulative Guaranteed NPAT - Cumulative Adjusted NPAT
= RM15,000,000 - RM13,000,000
= RM2,000,000

Profit Guarantee Compensation
= Cumulative Shortfall x 70.0%
= RM2,000,000 x 70.0%
= RM1,400,000

Should the Vendor pay the Profit Guarantee Compensation, the 11,090,681 Pledged Consideration Shares at PG FYE 2031 shall be released to the Vendor, thus, the final Purchase Consideration is:

Purchase Consideration
RM
9,292,500
Less: Pledged Consideration Shares not being released subsequent to PG FYE 2031
(1,400,000)
Less: Profit Guarantee Compensation payable by the Vendor
Final Purchase Consideration
7,892,500

Scenario 7: The Target Group meets RM15,000,000 in PG FYE 2027 and subsequently records no profit nor loss

Relevant Financial Year	Guaranteed NPAT (RM)	(A)	Cumulative Guaranteed NPAT (RM)	(B)	Annual target (column A)	Cumulative target (column B)	Release trigger	Annual Pledged Shares		Pledged Consideration Shares Released		Remaining Pledged Consideration Shares
		Adjusted NPAT (RM)		Cumulative Adjusted NPAT (RM)				Number	RM	Number	RM	Number	RM
PG FYE 2027	2,000,000	15,000,000	2,000,000	15,000,000	Met	Met	Both	6,077,081	972,333	(a)6,077,081	972,333	39,501,044	6,320,167
PG FYE 2028	2,850,000	-	4,850,000	15,000,000	Not Met	Met	Cumulative target only	8,659,844	1,385,575	(b)8,659,844	1,385,575	30,841,200	4,934,592
PG FYE 2029	3,150,000	-	8,000,000	15,000,000	Not Met	Met	Cumulative target only	9,571,406	1,531,425	(b)9,571,406	1,531,425	21,269,794	3,403,167
PG FYE 2030	3,350,000	-	11,350,000	15,000,000	Not Met	Met	Cumulative target only	10,179,113	1,628,658	(b)10,179,113	1,628,658	11,090,681	1,774,509
PG FYE 2031	3,650,000	-	15,000,000	15,000,000	Not Met	Met	Cumulative target only	11,090,681	1,774,509	(b)11,090,681	1,774,509	-	-

Notes:-

(a) The Adjusted NPAT for PG FYE 2027 is met, hence, the 6,077,081 Annual Pledged Shares for PG FYE 2027 are being released.

(b) The Adjusted NPAT for each Relevant Financial Year is not met, however, the Cumulative Adjusted NPAT from PG FYE 2027 up to the Relevant Financial Year is met, hence, the Annual Pledged Shares for the Relevant Financial Year are being released accordingly.

Conclusion:

No shortfall and no Profit Guarantee Compensation payable. All Pledged Consideration Shares released to the Vendor.

The final Purchase Consideration is:

	RM
Purchase Consideration	9,292,500
Less: Pledged Consideration Shares not being released subsequent to PG FYE 2031	-
Less: Profit Guarantee Compensation payable by the Vendor	-
Final Purchase Consideration	9,292,500

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Scenario 8: The Target Group meets RM15,000,000 in the PG FYE 2027 but subsequently records net losses

Relevant Financial Year	Guaranteed NPAT (RM)	(A)	Cumulative Guaranteed NPAT (RM)	(B)	Annual target (column A)	Cumulative target (column B)	Release trigger	Annual Pledged Shares		Pledged Consideration Shares Released		Remaining Pledged Consideration Shares
		Adjusted NPAT (RM)		Cumulative Adjusted NPAT (RM)				Number	RM	Number	RM	Number	RM
PG FYE 2027	2,000,000	15,000,000	2,000,000	15,000,000	Met	Met	Both	6,077,081	972,333	(a)6,077,081	972,333	39,501,044	6,320,167
PG FYE 2028	2,850,000	(5,000,000)	4,850,000	10,000,000	Not Met	Met	Cumulative target only	8,659,844	1,385,575	(b)8,659,844	1,385,575	30,841,200	4,934,592
PG FYE 2029	3,150,000	(6,000,000)	8,000,000	4,000,000	Not Met	Not Met	-	9,571,406	1,531,425	(c)-	-	30,841,200	4,934,592
PG FYE 2030	3,350,000	(3,000,000)	11,350,000	1,000,000	Not Met	Not Met	-	10,179,113	1,628,658	(c)-	-	30,841,200	4,934,592
PG FYE 2031	3,650,000	(2,000,000)	15,000,000	(1,000,000)	Not Met	Not Met	-	11,090,681	1,774,509	(c)-	-	30,841,200	4,934,592

Notes:-

(a) The Adjusted NPAT for PG FYE 2027 is met, hence, the 6,077,081 Annual Pledged Shares for PG FYE 2027 are being released.

(b) The Adjusted NPAT for PG FYE 2028 is not met, however, the Cumulative Adjusted NPAT from PG FYE 2027 up to the PG FYE 2028 is met, hence, the Annual Pledged Shares for the Relevant Financial Year are being released accordingly.

(c) The Adjusted NPAT for each Relevant Financial Year and Cumulative Adjusted NPAT from PG FYE 2027 up to each Relevant Financial Year, both are not met, hence, the Annual Pledged Shares for each Relevant Financial Year and Carried Forward Shares are not being released.

Conclusion:

Cumulative shortfall
= Cumulative Guaranteed NPAT – Cumulative Adjusted NPAT
= RM15,000,000 – (RM1,000,000)
= RM16,000,000

Profit Guarantee Compensation
= Cumulative Shortfall x 70.0%
= RM16,000,000 x 70.0%
= RM11,200,000

Should the Vendor pay the Profit Guarantee Compensation, the 30,841,200 Pledged Consideration Shares at PG FYE 2031 shall be released to the Vendor, thus, the final Purchase Consideration is:

Purchase Consideration
RM
9,292,500
Less: Pledged Consideration Shares not being released subsequent to PG FYE 2031
(11,200,000)
Less: Profit Guarantee Compensation payable by the Vendor
Final Purchase Consideration
(1,907,500)

Scenario 9: The Target Group records losses for every Relevant Financial Year

Relevant Financial Year	Guaranteed NPAT (RM)	(A)	Cumulative Guaranteed NPAT (RM)	(B)	Annual target (column A)	Cumulative target (column B)	Release trigger	Annual Pledged Shares		Pledged Consideration Shares Released		Remaining Pledged Consideration Shares
		Adjusted NPAT (RM)		Cumulative Adjusted NPAT (RM)				Number	RM	Number	RM	Number	RM
PG FYE 2027	2,000,000	(500,000)	2,000,000	(500,000)	Not Met	Not Met	-	6,077,081	972,333	(a)_	-	45,578,125	7,292,500
PG FYE 2028	2,850,000	(300,000)	4,850,000	(800,000)	Not Met	Not Met	-	8,659,844	1,385,575	(a)_	-	45,578,125	7,292,500
PG FYE 2029	3,150,000	(200,000)	8,000,000	(1,000,000)	Not Met	Not Met	-	9,571,406	1,531,425	(a)_	-	45,578,125	7,292,500
PG FYE 2030	3,350,000	(100,000)	11,350,000	(1,100,000)	Not Met	Not Met	-	10,179,113	1,628,658	(a)_	-	45,578,125	7,292,500
PG FYE 2031	3,650,000	(50,000)	15,000,000	(1,150,000)	Not Met	Not Met	-	11,090,681	1,774,509	(a)_	-	45,578,125	7,292,500

Note:-

(a) The Adjusted NPAT for each Relevant Financial Year and Cumulative Adjusted NPAT from PG FYE 2027 up to each Relevant Financial Year, both are not met, hence, the Annual Pledged Shares for each Relevant Financial Year and Carried Forward Shares are not being released.

Conclusion:

Cumulative shortfall
= Cumulative Guaranteed NPAT – Cumulative Adjusted NPAT
= RM15,000,000 – (RM1,150,000)
= RM16,150,000

Profit Guarantee Compensation
= Cumulative Shortfall x 70.0%
= RM16,150,000 x 70.0%
= RM11,305,000

Should the Vendor pay the Profit Guarantee Compensation, the 30,841,200 Pledged Consideration Shares at PG FYE 2031 shall be released to the Vendor, thus, the final Purchase Consideration is:

	RM
Purchase Consideration	9,292,500
Less: Pledged Consideration Shares not being released subsequent to PG FYE 2031	-
Less: Profit Guarantee Compensation payable by the Vendor	(11,305,000)
Final Purchase Consideration	(2,012,500)

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The Board is of the view that the Aggregate Guaranteed NPAT is reasonable and realistic after taking into consideration, amongst others, the following:

(i) the secured contracts/projects of the Target Group with the total contract value of RM23.6 million as at LPD, of which RM9.4 million had been recognised up to LPD, and the remaining RM14.2 million is expected to be recognised over 2 years (from the LPD).

The secured contracts/projects with the contract value of more than RM0.5 million as at LPD are as follows:

No.	Description of the project	Location	Estimated capacity kWp*	Commencement date/Estimated commencement date	Estimated completion date	Estimated contract value RM'000
1.	Design and construction of dedicated parking and holding area for public buses, van and e-pick up vehicles	Johor	-	December 2025	Quarter 4 of year 2026	8,654
2.	Engineering, procurement, construction and commissioning (“EPCC”) for the development of rooftop solar photovoltaic (“PV”) system	Pahang	2,948	May 2025	Quarter 2 of year 2026	6,887
3.	Replacement of buildings’ electrical supply system components	Johor	-	January 2024	Quarter 1 of year 2027	4,682
4.	Supply, delivery, installation, testing and commissioning of solar grid connected system	Terengganu	587	December 2025	Quarter 4 of year 2026	1,286
5.	Design, supply, installation, commissioning, operation and maintenance of grid-connected rooftop solar PV system	Pahang	317	May 2026	Quarter 4 of year 2026	825

(ii) the potential projects currently being tendered / pitched as at LPD, with a total contract value of RM8.5 million as follows:

| No. | Description of the project | Location | Estimated capacity
kWp* | Commencement date for discussion | Estimated conclusion of discussion | Estimated contract value
RM'000 |
| --- | --- | --- | --- | --- | --- | --- |
| 1. | EPCC for solar PV system | Pahang | 543 | May 2026 | Quarter 3 of year 2026 | 1,500 |
| 2. | Building integrated PV (BIPV) carpark systems | Pahang | 658 | November 2025 | Quarter 3 of year 2026 | 2,300 |
| 3. | EPCC for solar PV system | Pahang | 781 | May 2026 | Quarter 3 of year 2026 | 1,700 |
| 4. | Construction of PV farm weather station | Johor | - | April 2026 | Quarter 3 of year 2026 | 3,000 |
| | | | | | | 8,500 |

Note:-
* $kWp = kilowatt-peak$

2.4 Basis and justification of the Purchase Consideration

The Purchase Consideration of RM9,292,500 was arrived at on a “willing-buyer willing-seller” basis, after taking into consideration, amongst others, the following:-

(i) the consolidated net assets of the Target Group (save for STSSB which shall be accounted using equity method) for the FYE 31 December 2024 and FYE 31 December 2025 of RM3.4 million and RM2.2 million respectively;

(ii) the Aggregate Guaranteed NPAT of RM15.0 million to be achieved over the Relevant Financial Years (of which RM10.5 million equivalent to 70.0% of the Aggregate Guaranteed NPAT is expected to be consolidated by MBGB Group); and

(iii) the rationale and potential benefits to be accrued by MBGB and its subsidiaries (“MBGB Group” or the “Group”).

Based on the Purchase Consideration of RM9,292,500 for 70.0% equity interest of the Target Group, the proforma equity value for 100% of Target Group is approximately RM13,275,000. The Purchase Consideration represents:

(i) an implied price-to-earning (“P/E”) multiple of 4.4 times (RM13.3 million / RM3.0 million), assuming the Aggregate Guaranteed NPAT of RM15.0 million spread evenly over 5 financial years; and

(ii) an implied price-to-book (“P/B”) multiple of 4.2 times (RM9.3 million / RM2.2 million) based on the 70.0% of net assets of the Target Group (including FIESB) as at 31 December 2025.

For information, the Target Group recorded consolidated loss after tax attributable to the owners of RM0.07 for the financial year ended 31 December 2025.

The P/E multiple is lower than the range and the P/B multiple is within the range, of the comparable companies as set out below:-

Comparable companies	Principal activities	Market capitalisation as at LPD(a)	P/E multiple times	P/B multiple times
		RM'000
JS Solar Holding Berhad	Principally involved in the provision of EPCC services and contracting services for solar PV systems.	69,875	(a)6.2	(a)4.0
Verdant Solar Holdings Berhad	Principally involved in the provision of EPCC services for solar PV systems, operations and maintenance services for solar PV systems and trading of solar products.	163,524	(b)9.4	(b)7.5
Northern Solar Holdings Berhad	Principally engaged in the provision of EPCC of solar PV systems and plant.	249,228	(c)21.9	(d)3.1
		High	21.9	7.5
		Average	12.5	4.9
		Low	6.2	3.1
Target Group			4.4	4.2

Notes:-

(a) Based on the closing price as at LPD.
(b) Based on the Accountants' Report for the financial year ended 31 March 2025 (extracted from the Prospectus dated 28 August 2025). For information, the trailing 12-month adjusted profit after tax is unavailable as the company was just listed on Bursa Securities on 23 September 2025.
(c) Based on the Accountants' Report for the financial year ended 30 June 2025 (extracted from the Prospectus dated 29 September 2025). For information, the trailing 12-month adjusted profit after tax is unavailable as the company was just listed on Bursa Securities on 22 October 2025.
(d) Based on trailing 12-month adjusted profit after tax (adjusted for one-off items) up to 31 December 2025.
(e) Based on net assets as at 31 December 2025.

The aforementioned comparable companies have been arrived at based on the following parameters:-

(i) public listed companies in Malaysia with market capitalisation not exceeding RM300.0 million;
(ii) principally involved in EPCC works in Energy Related Business; and
(iii) profitable based on latest available earnings up to LPD (based on the latest publicly available financial results of the comparable companies as at LPD).

2.5 Basis and justification of the issue price of Consideration Shares

The issue price of RM0.16 per Consideration Share ("Issue Price") was determined on a willing-buyer willing-seller basis, after taking into consideration the closing price of MBGB Shares on the day of execution of the SSA. For information, the 5-day weighted average market price ("VWAP") of MBGB Shares up to LPD of RM0.1556 and the Issue Price represents a premium of 2.8% to the 5-day VWAP of MBGB Shares up to LPD.

For information, the historical VWAP of MBGB Shares up to LPD are as follows:

Up to LPD	VWAP	Premium of the Issue Price to the VWAP
	RM	RM	%
- 5-day	0.1556	0.0044	2.8
- 1-month	0.1499	0.0101	6.7
- 3-month	0.1467	0.0133	9.1
- 6-month	0.1440	0.0160	11.1
- 12-month	0.1395	0.0205	14.7

The issuance of Consideration Shares pursuant to the Proposed Acquisition will be undertaken in accordance with the general mandate pursuant to Sections 75 and 76 of the Act, which was obtained from MBGB's shareholders at its 25th annual general meeting ("AGM") convened on 2 December 2025, whereby the Board had been authorised to allot and issue new MBGB Shares not exceeding 10% of the total number of issued MBGB Shares (excluding treasury shares, if any) ("General Mandate"). The General Mandate is in force until the Company's next AGM (unless revoked or varied by the shareholders at a general meeting prior to the next AGM).

For information, the issuance of the Consideration Shares may be undertaken under the existing General Mandate or a new mandate to be obtained at the Company's next AGM.

2.6 Ranking of Consideration Shares

The Consideration Shares shall, upon issuance and allotment, rank equally in all respects with the existing MBGB Shares, save and except that the Consideration Shares shall not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid for which the entitlement date precedes the date of issuance and allotment of the said Consideration Shares.

2.7 Listing and quotation of the Consideration Shares

An application will be made to Bursa Malaysia Securities Berhad ("Bursa Securities") for the listing and quotation of the Consideration Shares to be issued pursuant to the Proposed Acquisition, on the Main Market of Bursa Securities.

2.8 Source of funding

The cash consideration for the Proposed Acquisition amounting to RM1.0 million is expected to be funded from the Group's cash and bank balances.

For information, MBGB Group has unaudited cash and cash equivalents of RM24.1 million as at 31 December 2025.

2.9 Additional financial commitment

Upon completion of the Proposed Acquisition, there will be no additional financial commitments to be incurred by the Group to put the business of the Target Group on-stream, in view that the Target Group (save for STSSB) is already in operation.

2.10 Liabilities to be assumed by MBGB

Save for the Purchase Consideration, MBGB does not foresee any liabilities, including contingent liabilities and guarantees, to be assumed by MBGB Group arising from the Proposed Acquisition.

For avoidance of doubt, the liabilities stated in the Target Group’s statements of financial position will be consolidated into the financial statements of MBGB Group following the completion of the Proposed Acquisition.

3. RATIONALE FOR THE PROPOSED ACQUISITION

MBGB Group had obtained its shareholders’ approval at an extraordinary general meeting held on 17 July 2022 to diversify the principal activities of the Group to include renewable energy (which refers to energy that cannot run out and is sustainable) and energy efficiency (which refers to using less energy to provide the same amount of useful output) related technology and businesses which may include amongst others, solar, wind, biomass, hydropower and energy efficiency (“Energy Related Business”).

Since the diversification, MBGB Group had secured 36 solar projects, 4 energy efficiency contracts and 41 projects in relation to electric vehicles charging infrastructure. In order to undertake EPCC works for the Energy Related Business, the Group is required to obtain Registered Photovoltaic Service Provider license. However, the Group does not have the requisite technical expertise as at LPD, hence, the Group had been engaging EPCC contractors to carry out the EPCC works.

The Proposed Acquisition is expected to complement the Energy Related Business through vertical integration, which will enable the Group to position itself as an integrated service provider in the Energy Related Business in view that the Target Group possess the requisite licenses/registration to carry out the EPCC works (as detailed in Section 5.4 of this Announcement).

Despite FIESB being loss making since its incorporation and STSSB still being dormant since its incorporation, the Proposed Acquisition will include these 2 companies. MBGB Group intends to consolidate all the companies under the Vendor which are involved in Energy Related Business into the Group, to align the interest of the Vendor with the MBGB Group and to avoid potential conflict of interest.

In addition, by carrying out the EPCC works itself, MBGB Group will be able to manage its cost more effectively and improve its competitive advantage by offering a more complete solutions in Energy Related Business to its existing / new customers.

In addition, the Board is also of the view that the issuance of Consideration Shares is the most appropriate option for the settlement of the Purchase Consideration as compared to other sources i.e. internal funds, borrowings and equity offerings due to the following:

(i) this will enable the Group to conserve its cash resources and thereby provide greater flexibility to utilise its cash resources moving forward;

(ii) eliminate the need to serve additional interest cost or having to service principal repayments if the Purchase Consideration is funded via bank borrowings;

(iii) more expedient way to settle the Purchase Consideration as compared to raising fund to settle the Purchase Consideration via equity offerings which typically require longer time due to its process; and

(iv) the issuance of Consideration Shares to THW also serves to further align the interest of THW with the Group.

INDUSTRY OVERVIEW AND PROSPECTS

4.1 Overview and outlook of Malaysian economy

The Malaysian economy expanded by 5.4% in the first quarter of 2026 (4Q 2025: 6.2%), driven mainly by domestic demand. Household spending remained supported by positive labour market conditions, with the unemployment rate staying low, alongside targeted policy measures. Investment growth was underpinned by continued implementation of multi-year projects by both the private and public sectors, a high realisation rate of approved investments, and the ongoing rollout of national master plans. On the external front, export growth remained strong, driven mainly by continued expansion in electrical and electronics (“E&E”) exports. Meanwhile, gross import growth moderated amid slower growth in capital, intermediate and consumer goods imports.

On the supply side, growth in services sector moderated, reflecting a moderation in motor vehicle sales following the front-loading of purchases in the fourth-quarter ahead of the expiration of import duty waivers for electric vehicles. Meanwhile, manufacturing sector performance remained supported by stronger E&E performance, in line with continued demand for artificial intelligence and data centre-related components. Growth in the agriculture sector was lower amid normalisation in palm oil production following high output previously and ongoing replanting activities. The mining and quarrying sector contracted, mainly due to weaker oil and gas production. In addition, growth in the construction sector normalised from a double-digit growth amid a moderation in residential construction and civil engineering activities. On a quarter-on-quarter, seasonally-adjusted basis, the economy contracted by -0.01% (4Q 2025: 1.4%) given last quarter’s very strong performance.

Headline inflation increased to 1.6% (4Q 2025: 1.3%) while core inflation moderated to 2.1% (4Q 2025: 2.3%). The higher headline inflation reflected some initial cost pass-through of higher global cost pressures, partly due to the conflict in the Middle East. Electricity charges and fuel prices, mainly RON97 and diesel, increased during the quarter, which led to slower declines in electricity (-6%; 4Q 2025: -10.3%) and fuel inflation (-1.5%; 4Q 2025: -1.9%). These increases were partly offset by lower core inflation, mainly reflecting softer inflation in food away from home (2.4%; 4Q 2025: 2.8%) and rental inflation (1.6%; 4Q 2025: 1.9%). Inflation pervasiveness, measured by the share of consumer price index (“CPI”) items registering monthly price increases, continued to decline to 38.3% during the quarter (4Q 2025: 39.6%), trending well below the historical first-quarter average of 52.2%.

As a small and open economy, Malaysia will inevitably face both direct and indirect impact from the ongoing geopolitical conflict in the Middle East. Higher energy prices, supply chain disruptions, and heightened uncertainty are expected to weigh on the external environment. Nevertheless, the Malaysian economy is expected to remain resilient in 2026, with growth expected to come in within the range of 4% - 5%, supported by steady domestic demand and continued expansion in our export performance.

The resilient domestic demand will provide a strong buffer against external headwinds. Household spending will be underpinned by firm labour market conditions and continuous policy support. Investment activity will be driven by the continued progress of multi-year projects in both the private and public sectors, as well as the ongoing implementation of national master plans. Despite the external headwinds, export growth will continue to be supported by the global technology expansion, particularly for E&E goods, reflecting Malaysia’s role in global value chains.

Headline inflation is projected to average 1.5%–2.5% in 2026. Following the Middle East conflict, inflation is expected to edge higher due to elevated global energy and other key commodity prices, broadly in line with expectations. In the absence of excessive demand pressures, existing policy measures, including targeted fuel subsidies and other mitigation measures, are expected to help limit near-term spillovers to broader inflation. However, the extent and pace of pass-through to domestic prices from the ongoing conflict will also depend on firms' pricing behaviour and demand conditions.

(Source: Economic and Financial Developments in Malaysia in the First Quarter of 2026, Bank Negara Malaysia)

4.2 Overview and outlook of renewable energy industry in Malaysia

Public investment grew by 10.3% in 2025 (2024: 11.1%), following robust capital expenditure by both the Government and public corporations. While some projects were nearing completion, growth continued to be driven by progress of ongoing infrastructure projects. This includes East Coast Rail Link (ECRL), Pan Borneo Highway Sabah, Johor Bahru–Singapore Rapid Transit System (RTS) Link and the Sarawak–Sabah Link Road (SSLR). In addition, growth was also supported by public corporations' renewable energy and sustainability initiatives, such as large-scale solar and hydropower projects, and Hybrid Hydro-Floating Solar (HHFS) Photovoltaic systems.

The construction sector continued to record a double-digit growth of 12.2% (2024: 17.5%), underpinned by the non-residential and special trade subsectors. Stronger expansion in the non-residential subsector was driven by industrial and commercial projects including the construction of data centres. Continued strong growth in the special trade subsector was supported by solar projects under the National Energy Transition Roadmap ("NETR"), small scale projects under Budget 2025 and large infrastructure projects that were nearing completion. Meanwhile, the civil engineering subsector continued to expand, but at a more moderate pace, as multi-year infrastructure projects particularly in the transportation segment approached completion.

(Source: Economic, Monetary and Financial Developments in 2025, Bank Negara Malaysia)

The National Energy Policy, 2022-2040, the NETR and the New Industrial Master Plan (NIMP) 2030 were launched to support the Low Carbon Nation Aspiration 2040. A total of 10 flagship projects and 50 NETR initiatives are being implemented, with projected outcomes exceeding the targets in the aspects of job opportunities, investment commitments and reduction in greenhouse gas (GHG) emissions. Among the flagship projects currently being implemented are the Hydro Hybrid Floating Solar in Kenyir, Terengganu, the Biofuel Hub in Pengerang, Johor and the Community Solar in Bandar Elmina, Selangor. In line with the initiatives to enhance green mobility, an autonomous rail transit project based on hydrogen technology was introduced in Sarawak, and mobile hydrogen refuelling station in the Federal Territory of Putrajaya is in operation. In addition, the National Energy Transition Facility (NETF), a financing facility amounting to RM2 billion was launched to support energy transition-based initiatives.

(Source: Thirteenth Malaysia Plan 2026 – 2030, Ministry of Economy)

4.3 Prospects of the Target Group

MBGB Group is of the view the specialisation of the Target Group in EPCC works will be complementary to its existing Energy Related Business and enable MBGB Group to manage its cost more effectively thus allowing the enlarged MBGB Group to provide a more comprehensive solution and competitive pricing to secure projects/contracts for its Energy Related Business.

STKLSB, which will be a 51.0% subsidiary of TIESB, currently holds a license from Petroliam Nasional Berhad ("PETRONAS") under the Petroleum Development Act 1974 with 15 Standardised Work and Equipment Categories ("SWEC") and STSSB, which will be a 49.0% associate of TIESB, currently holds a license from Petroleum Sarawak Berhad ("PETROS"). These licenses will enable the enlarged MBGB Group to expand their customer base via the provision of energy related services and/or products to the oil & gas industry.

Coupled with the positive outlook of the renewable energy industry in Malaysia, the secured order book and the Aggregate Guaranteed NPAT, MBGB Group believes that the Proposed Acquisition will be able to improve the financial performance of the enlarged MBGB Group moving forward.

5. RISK FACTORS

The Proposed Acquisition is not expected to materially change the risk profile of the business of the Group as the Target Group is in the renewable energy and energy efficiency industry which the MBGB Group is already exposed to this industry.

The Proposed Acquisition will result in the MBGB Group being subject to certain transaction risks, including amongst others, the following risks:

5.1 Completion risk

The completion of the Proposed Acquisition is subject to, amongst others, the fulfilment of the conditions precedent of the SSA as set out in Section 5 of Appendix I of this Announcement and any supplemental thereto (if any). The Proposed Acquisition may not be completed if any of the conditions precedent are not fulfilled or waived within the stipulated timeframe.

There can be no assurance that the conditions precedent can be fulfilled and the Proposed Acquisition can be completed within the time period permitted under the SSA. To mitigate such risks, the Company will take all reasonable steps to ensure that the conditions precedent that are within the Company's control will be met within the stipulated timeframe to ensure the successful completion of the Proposed Acquisition. Should there be any delay beyond the agreed time period, the Board shall negotiate with the relevant parties to the SSA to mutually extend the relevant period prior to its expiry.

5.2 Acquisition risk

The Proposed Acquisition is expected to contribute positively to the future earnings of the MBGB Group. However, there can be no assurance that the anticipated benefits will be fully realised, or that the MBGB Group will generate sufficient returns to offset the associated acquisition costs. The MBGB Group also faces potential integration challenges which could have a material adverse effect on the business performance and prospects of the enlarged MBGB Group.

To mitigate these risks, MBGB Group has procured the Aggregate Guaranteed NPAT as set out in Section 2.3 of this Announcement. In addition, the Vendor will remain as a 30.0% shareholder of the TIESB and as a Director of TIESB subsequent to the completion of the Proposed Acquisition, to continue to spearhead the business of the Target Group.

However, there can be no assurance that any integration efforts will not have a material adverse effect on the business performance and prospects of the enlarged MBGB Group upon completion of the Proposed Acquisition. Moving forward, the Group will work closely with the Vendor and his team as well as monitor the operations and performance of the Target Group to ensure a seamless integration.

5.3 Achievability of the Aggregate Guaranteed NPAT

The Aggregate Guaranteed NPAT is based on various bases and assumptions which the Board deems reasonable, but nevertheless is subject to certain uncertainties and contingencies such as failure to secure new contracts/projects from the existing and/or new customers. While the Board has taken reasonable steps to assess the achievability of the said Aggregate Guaranteed NPAT by assessing the historical financial performance of the Target Group, its secured order book as well as the tender book, there can be no assurance that the Aggregate Guaranteed NPAT will be achieved.

To mitigate the risk of not fulfilling the Aggregate Guaranteed NPAT, the Vendor and MBGB have agreed that the Pledged Consideration Shares with a total value of RM7,292,500 shall only be issued and allotted to the Vendor upon the achievement of the Aggregate Guaranteed NPAT based on the mechanisms as set out in Section 2.3 of this Announcement. In the event the Aggregate Guaranteed NPAT are not achieved, the Pledged Consideration Shares will not be issued to the Vendor.

5.4 Termination and non-renewal risk of licenses and approvals

In order to carry out EPCC works, the Target Group is required to maintain various licenses, registrations and approvals. These include, amongst others, the following:

(i) Certificate of Registration Registered Photovoltaic Service Provider from Sustainable Energy Development Authority Malaysia ("SEDA");
(ii) Certificate of Registration Registered Solar Photovoltaic Investor Under Nem Programme from SEDA;
(iii) Government Work Procurement Certificate from Construction Industry Development Board ("CIDB");
(iv) Certificate of Registration with CIDB;
(v) Registration Certificate for an Electrical Contractor with Energy Commission;
(vi) UPKJ Contractor Registration Certificate from Sarawak State Financial Secretary's Office-Contractor and Consultant Registration Unit;
(vii) Licence from PETRONAS under the Petroleum Development Act 1974 to supply product/service to exploration and oil/gas companies in Malaysia – 15 SWEC codes; and
(viii) Vendor Registration Certificate from PETROS.

In the event that the relevant licenses, registrations and approvals are not renewed or terminated by the authorities, the Target Group might not be able to carry out its operations and secure contracts/projects, which would then have a material adverse effect on the financial performance of the Group.

The Target Group must comply with the terms, conditions and restrictions imposed by the relevant authorities in order to maintain such licences, registrations and approvals. The Group seeks to limit these risks through the implementation of strict compliance procedures and by ensuring timely renewal of all licences, registrations and approvals prior to their respective expiry dates.

5.5 Impairment risk

MBGB Group is expected to recognise goodwill arising from the Proposed Acquisition. Upon completion of the Proposed Acquisition, the Target Group will make a transition from Malaysian Private Entities Reporting Standard to the Malaysian Financial Reporting Standards to align with the Group's existing reporting standards. Thereafter, the Group will calculate the goodwill in relation to the Proposed Acquisition based on Malaysian Financial Reporting Standards 3 – Business Combinations. The amount of goodwill cannot be determined at this juncture as it will depend on the fair value of the assets and liabilities acquired as at the completion date of the SSA. Should the Purchase Consideration in excess of the fair value of the assets and liabilities acquired, a goodwill will be recognised and subject to an annual impairment review. In the event the recoverable amount (which shall be based on the present value of the estimated future cash flows expected to be generated by the Target Group) is less than the carrying amount, an impairment will be recognised.

Besides, an impairment loss shall also be recognised in the event the recoverable amount of a financial asset such as receivables is less than the carrying amount in accordance with Malaysian Financial Reporting Standards 9 – Financial Instruments. As at 31 December 2024, Target Group has total receivables of RM10.5 million, representing approximately 59.6% of the total assets of the Target Group. In the event any of the receivables fails to be recovered, the Group may need to recognise impairment losses and/or write-off the said receivables, which could impact the Group's financial performance.

To mitigate such risks, the MBGB Group will closely monitor the financial performance of the Target Group and the Target Group will continue to engage closely with the existing receivables on the receipt of outstanding balances upon completion of the Proposed Acquisition. The Group will also implement appropriate credit control measures to facilitate the timely collection of outstanding receivables. However, there can be no assurance that the performance of the Group would not be material affected in the event there is any impairment being recognised.

6. EFFECTS OF THE PROPOSED ACQUISITION

For illustrative purposes, the effects of the Proposed Acquisition on the issued share capital, earnings and earnings per share ("EPS"), net assets ("NA"), NA per Share and gearing as well as substantial shareholders' shareholdings of MBGB have been illustrated based on the following scenarios:-

Minimum Scenario : Assuming none of the 681,833,368 outstanding warrants 2022/2032 of the Company ("Warrants") as at LPD are exercised into new Shares prior to the completion of the Proposed Acquisition.

Maximum Scenario : Assuming all of the 681,833,368 outstanding Warrants as at LPD are exercised into new Shares prior to the completion of the Proposed Acquisition.

6.1 Issued share capital

The proforma effects of the Proposed Acquisition on the issued share capital of MBGB are as follows:-

	Minimum Scenario		Maximum Scenario
	No. of Shares	RM'000	No. of Shares	RM'000
Share capital as at LPD	(a)2,718,954,227	235,572	(a)2,718,954,227	235,572
Assuming issuance of new Shares pursuant to the full exercise of the Warrants	-	-	681,833,368	(b)91,025
Enlarged share capital assuming full exercise of the Warrants	2,718,954,227	235,572	3,400,787,595	326,597
Consideration Shares to be issued pursuant to the Proposed Acquisition	51,828,125	8,293	51,828,125	8,293
Enlarged share capital after the Proposed Acquisition	2,770,782,352	243,865	3,452,615,720	334,890

Notes:-

(a) Assuming full exercise of 681,833,368 outstanding Warrants at the exercise price of RM0.085 per Warrant and reversal of warrants reserve at the fair value of RM0.0485 per Warrant to share capital.

(b) Computed based on 51,828,125 Consideration Shares to be issued at the Issue Price of RM0.16 per Consideration Share.

6.2 NA, NA per Share and gearing

For information, the financial statements of the Target Group had been prepared in accordance with Malaysian Private Entities Reporting Standard while the financial statements of MBGB Group had been prepared in accordance with Malaysian Financial Reporting Standards. The proforma effect of the Proposed Acquisition on the NA below had not taken into consideration the impact of the differential in the adopted accounting standards.

Upon completion of the Proposed Acquisition, the Target Group will make a transition from Malaysian Private Entities Reporting Standard to the Malaysian Financial Reporting Standards to align with the Group's existing reporting standards. Thereafter, the Group will calculate the goodwill in relation to the Proposed Acquisition based on Malaysian Financial Reporting Standards 3 – Business Combinations.

MBGB Group is of the view that the difference between the accounting standards adopted by Target Group and MBGB Group will not have a material impact to the Group's financial position in view that the Group would require to carry out assessment to measure all the assets and liabilities at fair value and any difference will then be recognised as goodwill or bargain purchase.

The Group is allowed for a measurement period of not exceeding one year from the acquisition date to identify and measure identifiable assets acquired, liabilities assumed, any non-controlling interest, purchase consideration and the resulting goodwill or bargain purchase.

The proforma effect of the Proposed Acquisition on the NA, NA per share and gearing of MBGB Group are as follows:-

(i) Based on the Group's latest audited consolidated financial statements for the FYE 30 June 2025 and the Target Group's latest audited financial statements for the FYE 31 December 2024

Minimum Scenario

	Audited as at 30 June 2025	(I)	(II)
		(a)After the subsequent event	After (I) and the Proposed Acquisition
	RM'000	RM'000	RM'000
Share capital	213,898	235,572	(b)243,865
Warrant reserve	33,314	33,069	33,069
Other reserves	1,714	1,714	1,714
Retained earnings	38,007	37,905	(c)37,605
Equity attributable to the owners of the Company / NA	286,933	308,260	316,253
Non-controlling interest	16,694	16,694	(d)18,159
Total equity	303,627	324,954	334,412
Number of MBGB Shares in issue (‘000)	2,531,298	2,718,954	2,770,782
NA per Share (RM)	0.12	0.12	0.12

	Audited as at 30 June 2025	(a)After the subsequent event	(II)After (I) and the Proposed Acquisition
RM'000	RM'000
Borrowings	157,099	157,099	(e)167,807
Gearing (times)	0.52	0.48	0.50

Maximum Scenario

	Audited as at 30 June 2025	(I)	(II)	(III)
		(a)After the subsequent event	(f)Assuming full exercise of the Warrants	After (I), (II) and the Proposed Acquisition
	RM'000	RM'000	RM'000	RM'000
Share capital	213,898	235,572	326,597	(b)334,890
Warrant reserve	33,314	33,069	-	-
Other reserves	1,714	1,714	1,714	1,714
Retained earnings	38,007	37,905	37,905	(c)37,605
Equity attributable to the owners of the Company / NA	286,933	308,260	366,216	374,209
Non-controlling interest	16,694	16,694	16,694	(d)18,159
Total equity	303,627	324,954	382,910	392,368
Number of MBGB Shares in issue ('000)	2,531,298	2,718,954	3,400,788	3,452,616
NA per Share (RM)	0.11	0.11	0.11	0.11
Borrowings	157,099	157,099	157,099	(e)167,807
Gearing (times)	0.52	0.48	0.41	0.43

(ii) Based on the Group's latest audited consolidated financial statements for the FYE 30 June 2025 and the Target Group's latest unaudited financial statements for the FYE 31 December 2025

Minimum Scenario

	Audited as at 30 June 2025	(I)	(II)
		(a)After the subsequent event	After (I) and the Proposed Acquisition
	RM'000	RM'000	RM'000
Share capital	213,898	235,572	(b)243,865
Warrant reserve	33,314	33,069	33,069
Other reserves	1,714	1,714	1,714
Retained earnings	38,007	37,905	(c)37,605
Equity attributable to the owners of the Company / NA	286,933	308,260	316,253
Non-controlling interest	16,694	16,694	(d)17,781
Total equity	303,627	324,954	334,034
Number of MBGB Shares in issue ('000)	2,531,298	2,718,954	2,770,782
NA per Share (RM)	0.11	0.11	0.11

	Audited as at 30 June 2025	(a)After the subsequent event	(I)After (I) and the Proposed Acquisition
RM'000	RM'000
Borrowings	157,099	157,099	(g)167,954
Gearing (times)	0.52	0.48	0.50

Maximum Scenario

	Audited as at 30 June 2025	(I)	(II)	(III)
		(a)After the subsequent event	(f)Assuming full exercise of the Warrants	After (I), (II) and the Proposed Acquisition
	RM'000	RM'000	RM'000	RM'000
Share capital	213,898	235,572	326,597	(b)334,890
Warrant reserve	33,314	33,069	-	-
Other reserves	1,714	1,714	1,714	1,714
Retained earnings	38,007	37,905	37,905	(c)37,605
Equity attributable to the owners of the Company / NA	286,933	308,260	366,216	374,209
Non-controlling interest	16,694	16,694	16,694	(d)17,781
Total equity	303,627	324,954	382,910	391,990
Number of MBGB Shares in issue ('000)	2,531,298	2,718,954	3,400,788	3,452,616
NA per Share (RM)	0.11	0.11	0.11	0.11
Borrowings	157,099	157,099	157,099	(g)167,954
Gearing (times)	0.52	0.48	0.41	0.43

Notes:-

(a) After taking into consideration the following:

issuance of 182,608,600 MBGB Shares pursuant to a private placement exercise at RM0.1150 each on 21 July 2025;
issuance of 5,047,600 MBGB Shares pursuant to the exercise of Warrants subsequent to FYE 30 June 2025 up to LPD at the exercise price of RM0.085 per Warrant and reversal of warrants reserve at the fair value of RM0.0485 per Warrant to share capital. For information, there are 3,027,600 Shares will be listed on 21 May 2026; and
recognition of expenses of RM0.1 million in relation to a private placement exercise.

(b) Issuance of 51,828,125 Consideration Shares at the Issue Price of RM0.16 per Consideration Share upon completion of the Proposed Acquisition.

(d) After incorporating the 30.0% non-controlling interest in Target Group (including the 49.0% non-controlling interest in STKLSB) upon completion of the Proposed Acquisition.

(e) After incorporating the borrowings (including finance lease liabilities) of the Target Group of RM10.7 million as at 31 December 2024.
(f) Assuming full exercise of 681,833,368 outstanding Warrants at the exercise price of RM0.085 per Warrant and reversal of warrants reserve at the fair value of RM0.0485 per Warrant to share capital.
(g) After incorporating the borrowings (including finance lease liabilities) of the Target Group of RM10.9 million as at 31 December 2025.

6.3 Earnings and EPS

The actual impact of the Proposed Acquisition on the consolidated earnings and EPS of MBGB moving forward will depend on, amongst others, the market conditions and the successful integration of the operations of the Target Group into MBGB. Nevertheless, the Proposed Acquisition are expected to be earnings accretive and contribute positively to the future earnings of MBGB Group upon completion.

The proforma effects of the Proposed Acquisition on MBGB Group's earnings and EPS are as follows:

(i) Based on the Group's latest audited consolidated financial statements for the FYE 30 June 2025 and the Target Group's latest audited financial statements for the FYE 31 December 2024 (assuming that the Proposed Acquisition had been completed at the beginning of the financial year)

	Audited as at 30 June 2025	Minimum Scenario	Maximum Scenario
		After the Proposed Acquisition	After the Proposed Acquisition
	RM'000	RM'000	RM'000
Profit after taxation (“PAT”) attributable to the owners of the Company	12,326	12,326	12,326
Less: Loss after taxation (“LAT”) of the Target Group (including sharing of 49.0% of STSSB’s LAT) based on the audited financial statements for the FYE 31 December 2024	-	(105)	(105)
Less: Estimated expenses in relation to the Proposed Acquisition	-	(300)	(300)
Proforma earnings	12,326	11,921	11,921
Number of Shares (‘000)	2,531,298	(a)2,770,782	(b)3,452,616
EPS (sen)	0.49	0.43	0.35

(ii) Based on the Group's latest audited consolidated financial statements for the FYE 30 June 2025 and the Target Group's latest unaudited financial statements for the FYE 31 December 2025 (assuming that the Proposed Acquisition had been completed at the beginning of the financial year)

	Audited as at 30 June 2025	Minimum Scenario	Maximum Scenario
		After the Proposed Acquisition	After the Proposed Acquisition
	RM'000	RM'000	RM'000
Profit after taxation (“PAT”) attributable to the owners of the Company	12,326	12,326	12,326
Less: LAT of the Target Group (including sharing of 49.0% of STSSB's LAT) based on the audited financial statements for the FYE 31 December 2025	-	(69)	(69)
Less: Estimated expenses in relation to the Proposed Acquisition	-	(300)	(300)
Proforma earnings	12,326	11,957	11,957
Number of Shares ('000)	2,531,298	(a)2,770,782	(b)3,452,616
EPS (sen)	0.49	0.43	0.35

Notes:-

(a) After taking into consideration the following:-

issuance of 5,047,600 MBGB Shares pursuant to the exercise of Warrants subsequent to FYE 30 June 2025 up to LPD at the exercise price of RM0.085 per Warrant and reversal of warrants reserve at the fair value of RM0.0485 per Warrant to share capital. For information, there are 3,027,600 Shares will be listed on 21 May 2026; and
issuance of 51,828,125 Consideration Shares at the Issue Price of RM0.16 per Consideration Share upon completion of the Proposed Acquisition.

(b) After taking into consideration the following:-

issuance of 5,047,600 MBGB Shares pursuant to the exercise of Warrants subsequent to FYE 30 June 2025 up to LPD at the exercise price of RM0.085 per Warrant and reversal of warrants reserve at the fair value of RM0.0485 per Warrant to share capital. For information, there are 3,027,600 Shares will be listed on 21 May 2026;
assuming full exercise of 681,833,368 outstanding Warrants; and
issuance of 51,828,125 Consideration Shares at the Issue Price of RM0.16 per Consideration Share upon completion of the Proposed Acquisition.

6.4 Substantial shareholders' shareholdings

For illustration purposes, the proforma effects of the Proposed Acquisition on shareholdings of the substantial shareholders of MBGB based on the register of substantial shareholders as at LPD are as follows:

Minimum Scenario

	As at LPD				After the Proposed Acquisition
	Direct		Indirect		Direct		Indirect
	No. of Shares	(a)%	No. of Shares	(a)%	No. of Shares	(b)%	No. of Shares	(b)%
Leading Ventures Sdn Bhd	1,314,054,026	48.3	-	-	1,314,054,026	47.4	-	-
Dato' Lee Wai Mun, DIMP., JMK., JP.	-	-	(c)1,314,054,026	48.3	-	-	(c)1,314,054,026	47.4

Maximum Scenario

	As at LPD				(I) Assuming full exercise of Warrants
	Direct		Indirect		Direct		Indirect
	No. of Shares	(a)%	No. of Shares	(a)%	No. of Shares	(d)%	No. of Shares	(d)%
Leading Ventures Sdn Bhd	1,314,054,026	48.3	-	-	1,471,355,118	43.3	-	-
Dato' Lee Wai Mun, DIMP., JMK., JP.	-	-	(c)1,314,054,026	48.3	-	-	(c)1,471,355,118	43.3

(II) After (I) and the Proposed Acquisition

	Direct		Indirect
	No. of Shares	(e)%	No. of Shares	(e)%
Leading Ventures Sdn Bhd	1,471,355,118	42.6	-	-
Dato' Lee Wai Mun, DIMP., JMK., JP.	-	-	(c)1,471,355,118	42.6

Notes:-

(a) Based on 2,718,954,227 issued Shares as at LPD.

(b) Based on 2,770,782,352 issued Shares after the issuance and allotment of 51,828,125 Consideration Shares upon completion of the Proposed Acquisition.

(d) Based on 3,400,787,595 issued Shares assuming the full exercise of 681,833,368 outstanding Warrants.

(e) Based on 3,452,615,720 issued Shares assuming the full exercise of 681,833,368 outstanding Warrants and after the issuance and allotment of 51,828,125 Consideration Shares upon completion of the Proposed Acquisition.

6.5 Convertible securities

As at LPD, save for the 681,833,368 outstanding Warrants, the Company does not have any existing convertible securities. For the avoidance of doubt, the Proposed Acquisition will not result in any adjustments to the exercise price of the Warrants.

APPROVALS REQUIRED AND CONDITIONALITY

The Proposed Acquisition is subject to the following approvals being obtained:-

(i) the approval of Bursa Securities for the listing and quotation of the Consideration Shares to be issued pursuant to the Proposed Acquisition, on the Main Market of Bursa Securities;
(ii) the approval of any other relevant authorities and/or parties, if any.

For information, the Proposed Acquisition is not subject to the approvals of MBGB's shareholders. The issuance of Consideration Shares pursuant to the Proposed Acquisition will be undertaken in accordance with the general mandate pursuant to Sections 75 and 76 of the Act, which was obtained from MBGB's shareholders at its 25th AGM convened on 2 December 2025, whereby the Board had been authorised to allot and issue new MBGB Shares not exceeding 10% of the total number of issued MBGB Shares (excluding treasury shares, if any). The General Mandate is in force until the Company's next AGM (unless revoked or varied by the shareholders at a general meeting prior to the next AGM).

Furthermore, the Company had also obtained its shareholders' approval to waive their statutory pre-emptive rights to be offered new Shares ranking equally to the existing issued Shares arising from any issuance of new Shares under the General Mandate pursuant to Section 85 of the Act and Clause 59 of the Company's Constitution.

For information, the issuance of the Consideration Shares may be undertaken under the existing General Mandate or a new mandate to be obtained at the Company's next AGM.

Save for the aforementioned, the Proposed Acquisition is not conditional upon any other corporate exercises/schemes or proposals undertaken or to be undertaken by MBGB.

INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVE AND/OR PERSONS CONNECTED

None of the Directors, chief executive, major shareholders of the Company and/or any persons connected with them have any direct or indirect interest in relation to the Proposed Acquisition.

HIGHEST PERCENTAGE RATIO

The highest percentage ratio applicable to the Proposed Acquisition pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Securities is approximately 3.24%, computed based on Purchase Consideration over the net assets of the Group as at 30 June 2025.

In view of the above, the Proposed Acquisition is not subject to the approval from MBGB's shareholders.

DIRECTORS' STATEMENT

The Board, after having considered all aspects of the Proposed Acquisition, including but not limited to the terms and conditions of the SSA, rationale, financial effects, basis and justification in arriving at the Purchase Consideration and risk factors of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of the Company.

APPLICATION TO THE RELEVANT AUTHORITIES

Barring any unforeseen circumstances, the application to Bursa Securities in relation to the listing and quotation of Consideration Shares to be issued pursuant to the Proposed Acquisition, are expected to be submitted within 2 months from the date of this Announcement.

ESTIMATED TIMEFRAME FOR COMPLETION

Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed in the 4th quarter of the calendar year 2026.

ADVISER

Malacca Securities has been appointed as the Principal Adviser for the Proposed Acquisition.

DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the SSA is available for inspection at the registered office of MBGB at Unit 11.07, Amcorp Tower, Amcorp Trade Centre, 18, Persiaran Barat, 46050 Petaling Jaya, Selangor, during normal office hours from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this Announcement.

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APPENDIX I – SALIENT TERMS OF THE SSA

The salient terms of the SSA are set out as follows:

Sale and purchase

The Vendor agrees to sell, and the Purchaser agrees to purchase, 1,400,000 ordinary shares in TIESB, representing 70.0% of the issued share capital of TIESB, free from all encumbrances and with all rights, benefits and entitlements attaching thereto.

Pre-Completion Reorganisation

As part of the conditions precedent, TIESB shall undertake a pre-completion reorganisation, after which TIESB shall hold the following equity interests:

(i) 100.0% equity interest in GCCSB;
(ii) 100.0% equity interest in FIESB;
(iii) 51.0% equity interest in STKLSB.; and
(iv) 49.0% equity interest in STSSB.

The pre-completion reorganisation shall include the following:

(i) the transfer by TIESB of 9.0% equity interest in STKLSB to Mohd Suhaimi Bin Mohd Shukeri, such that TIESB shall hold 51.0% and Mohd Suhaimi Bin Mohd Shukeri shall hold 49.0% equity interest in STKLSB, at a consideration of RM1 and subject to such terms satisfactory to the Purchaser;
(ii) the acquisition by TIESB of 100.0% equity interest in FIESB from the Vendor, at a consideration of RM1 and subject to such terms satisfactory to the Purchaser; and
(iii) the transfer of 49.0% equity interest in STSSB by its existing shareholder, Shahrul Azran Bin Mohamed, to TIESB, at a consideration of RM1 and subject to such terms satisfactory to the Purchaser.

Purchase Consideration

The Purchase Consideration for the Sale Shares is RM9,292,500, subject to any adjustment, set-off, retention or deduction permitted under the SSA.

The Purchase Consideration shall be satisfied by the Purchaser in the following manner:

(i) RM1,000,000 shall be satisfied in cash, of which RM500,000 shall be paid as a refundable earnest deposit upon execution of the SSA and the balance cash sum of RM500,000 shall be paid upon completion of the SSA; and
(ii) the balance of RM8,292,500 shall be satisfied by the allotment and issuance of Consideration Shares to the Vendor.

The number of Consideration Shares shall be determined based on the following formula:

Number of Consideration Shares = Balance Consideration / Consideration Share Issue Price

APPENDIX I – SALIENT TERMS OF THE SSA (CONT'D)

The issue price of each Consideration Share shall be the closing price of the ordinary shares of the Purchaser as quoted on the Main Market of Bursa Securities on the date of execution of the SSA, provided that such issue price shall not be at a discount of more than 10.0% to the volume weighted average market price of the Purchaser's shares for the 5 market days up to and including the date of execution of the SSA. If the closing price represents a discount exceeding 10.0% to the said 5-day volume weighted average market price, the issue price shall be adjusted to 90.0% of the said 5-day volume weighted average market price.

Out of the Consideration Shares:

(i) such Consideration Shares having an aggregate issue price of RM1,000,000 shall be allotted and issued to the Vendor; and

(ii) such Consideration Shares having an aggregate issue price of RM7,292,500 shall comprise the pledged consideration shares and shall, upon allotment and issuance, be credited into a pledged securities account maintained with an authorised nominee and held subject to the escrow and security arrangements under the SSA.

4. Refund of Earnest Deposit

If the SSA lapses or is terminated due to the non-fulfilment or non-waiver of any conditions precedent on or before the Long-Stop Date, or if the SSA is terminated due to any breach, default or failure by the Vendor to comply with his obligations under the SSA, the Vendor shall refund the earnest deposit of RM500,000 to the Purchaser in full within 7 business days from the date of such lapse or termination.

If the Vendor fails to refund the earnest deposit within the applicable period, the outstanding amount shall bear interest at 8.0% per annum, calculated daily from the due date until full payment.

5. Conditions Precedent

Completion of the sale and purchase of the Sale Shares is conditional upon the fulfilment or waiver of the conditions precedent under the SSA. The conditions precedent include, among others, the following:

(i) the Purchaser having obtained its board approvals and, if required, shareholders' approvals, and all approvals, approvals-in-principle, confirmations and clearances required under the Main Market Listing Requirements of Bursa Securities, the rules, directives, procedures and requirements of Bursa Securities and Bursa Malaysia Depository Sdn. Bhd., and all applicable laws, including the approval or approval-in-principle of Bursa Securities for the listing of and quotation for the Consideration Shares on the Main Market of Bursa Securities;

(ii) the results of the legal, financial and commercial due diligence on the Target Group being satisfactory to the Purchaser in its sole discretion;

(iii) the Pre-Completion Reorganisation having been completed in accordance with the agreed steps and documentary evidence requirements, and all corporate, regulatory, contractual, financier, tax, stamp duty and filing approvals, consents, confirmations and requirements necessary or desirable for the Pre-Completion Reorganisation having been obtained, made or satisfied on terms reasonably satisfactory to the Purchaser;

(iv) the consent of the relevant financial institutions being obtained in respect of the transaction under the SSA and the Pre-Completion Reorganisation pursuant to the change in shareholdings and control of TIESB and the Target Group;

APPENDIX I – SALIENT TERMS OF THE SSA (CONT'D)

(v) all inter-company, shareholder, director and related-party balances identified by the parties for settlement, waiver, capitalisation, novation or retention having been regularised in form and substance reasonably satisfactory to the Purchaser;

(vi) written undertakings having been obtained from the remaining shareholders of STKLSB and STSSB, namely Mohd Suhaimi Bin Mohd Shukeri and Khairul Sapardin Bin Mohamad respectively, in favour of the Purchaser that they shall not, without the Purchaser's prior written consent, directly or indirectly deal with, dispose of, sell, transfer, assign, pledge, charge, create encumbrance or otherwise create any security interest over their respective shares or interests in the said companies;

(vii) the Vendor having procured TIESB to give all undertakings, confirmations, documents and instruments reasonably required by the Purchaser to give full effect to the transactions contemplated under the SSA;

(viii) the Vendor having executed and delivered a service agreement with TIESB in such form satisfactory to the Purchaser;

(ix) all other definitive agreements, including the shareholders' agreement and the escrow agreement, being duly executed by the Vendor and/or TIESB in such form satisfactory to the Purchaser;

(x) the audited financial statements of TIESB and/or the Target Group for the financial year ended 2025 having been finalised and issued, and such audited financial statements showing that TIESB and/or the Target Group has recorded a positive profit after tax for the said financial year, in form and substance reasonably satisfactory to the Purchaser; and

(xi) there not having been any Material Adverse Change.

For purpose of the SSA, "Material Adverse Change" means any event, circumstance, effect, change or fact which, individually or in the aggregate, has a material adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of TIESB or the Target Group, excluding any change arising from general economic, industry-wide, market or regulatory conditions (except to the extent that such conditions have a disproportionately adverse effect on the Target Group relative to other participants in the same industry).

Subject to applicable laws and regulations, the Purchaser may waive, in whole or in part, any or all of the conditions precedent in its sole discretion. If the conditions precedent are not fulfilled or waived on or before the Long-Stop Date i.e. the date falling 180 days after the date of the SSA, or such other date as the parties may agree in writing, the SSA shall lapse and cease to have further effect, save for the surviving provisions and any antecedent breach.

6. Completion

Subject to the satisfaction or waiver of the conditions precedent, completion shall take place electronically, or at such place as the parties may agree in writing, on the completion date or such other date as the parties may mutually agree in writing. The completion date shall be the date falling 10 business days after the last of the conditions precedent has been satisfied or waived, or such other date as may be agreed in writing between the Vendor and the Purchaser.

At completion, the Vendor shall deliver, among others, the following to the Purchaser:

(i) share transfer form(s) in respect of the Sale Shares duly executed and completed in favour of the Purchaser or its nominee, together with the original share certificates;

(ii) duly executed waivers, consents and other documents required to give good title to the Sale Shares and to enable the Purchaser or its nominee to become the registered holder thereof;

APPENDIX I - SALIENT TERMS OF THE SSA (CONT'D)

(iii) all material third-party, financier, chargee, regulatory and contractual consents, waivers and approvals required for completion and the transactions contemplated under the transaction documents;
(iv) certified true copies of resolutions passed by TIESB's board of directors and/or members approving, among others, the transfer of the Sale Shares, the appointment of the Purchaser's nominees as directors of TIESB, authority for the Purchaser's nominees to operate TIESB's bank accounts, execution of the shareholders' agreement and ancillary documents, and amendments to the constitution of TIESB, if required; and
(v) written confirmation from TIESB secretaries of TIESB that the statutory and minute books of TIESB are complete and up-to-date and that TIESB's certificate of incorporation and common seal are in their possession.

Against compliance by the Vendor with his completion obligations, the Purchaser shall pay the balance cash consideration of RM500,000, procure the issuance and allotment of Consideration Shares having an aggregate issue price of RM1,000,000 to the Vendor, and procure the issuance and allotment of Pledged Consideration Shares having an aggregate issue price of RM7,292,500 into the pledged securities account.

7. Profit Guarantee

The Vendor irrevocably and unconditionally guarantees to the Purchaser that the Adjusted NPAT of the Target Group for each relevant financial year shall not be less than the following amounts:

Relevant financial year	Guaranteed NPAT (RM)	Cumulative Guaranteed NPAT (RM)	Annual Pledge Amount (RM)
PG FYE 2027	2,000,000	2,000,000	972,333
PG FYE 2028	2,850,000	4,850,000	1,385,575
PG FYE 2029	3,150,000	8,000,000	1,531,425
PG FYE 2030	3,350,000	11,350,000	1,628,658
PG FYE 2031	3,650,000	15,000,000	1,774,509
	15,000,000		7,292,500

The Adjusted NPAT for each relevant financial year shall be determined by reference to the audited consolidated financial statements of the Target Group for that year, adjusted only in accordance with the profit guarantee NPAT adjustments set out in the SSA. The audited consolidated financial statements shall be prepared in accordance with Malaysian Financial Reporting Standards and the Companies Act 2016.

Performance shall be monitored both on a standalone annual basis and on a cumulative basis from FYE 2027 up to and including the relevant financial year. Any annual shortfall in a relevant financial year may be offset only by excess Adjusted NPAT achieved in a subsequent relevant financial year through the cumulative offset mechanism.

8. Pledged Consideration Shares and Escrow

As continuing security for the due and punctual payment of any profit guarantee compensation and the performance of the Vendor's obligations under the profit guarantee provisions, such number of Consideration Shares/ the Pledged Consideration Shares having an aggregate issue price equal to RM7,292,500 shall, upon issuance and allotment, be credited into a pledged securities account maintained with an authorised nominee and held subject to the security arrangements under the escrow agreement.

APPENDIX I – SALIENT TERMS OF THE SSA (CONT'D)

The Vendor shall not sell, transfer, assign, dispose of, lend, create or permit to subsist any encumbrance over, or otherwise deal with, any Pledged Consideration Shares except as expressly permitted under the SSA or escrow agreement.

During the escrow period:

(i) any cash dividends and other cash distributions declared and paid in respect of the Pledged Consideration Shares shall be retained by the escrow agent as additional security and may be applied towards satisfying any unpaid profit guarantee compensation, interest or enforcement costs; and

(ii) any bonus shares, rights issue securities or other distributions in specie attributable to the Pledged Consideration Shares shall be deposited with the escrow agent and form part of the Pledged Consideration Shares.

9. Release of Pledged Consideration Shares

Following the profit guarantee statement for each relevant financial year becoming final and binding, the release of the Pledged Consideration Shares shall be determined as follows:

(i) if the Cumulative Adjusted NPAT as at the end of that relevant financial year is not negative, and the Adjusted NPAT for that relevant Relevant Financial Year is equal to or greater than the Guaranteed NPAT for that year, the Escrow Agent shall release to the Vendor the Annual Pledged Shares for that relevant Relevant Financial Year;

(ii) if the Cumulative Adjusted NPAT as at the end of that relevant Relevant Financial Year is not negative, and the Cumulative Adjusted NPAT is equal to or greater than the Cumulative Guaranteed NPAT for that relevant financial year, the escrow agent shall release to the Vendor any Carried Forward Shares from prior to the relevant Relevant Financial Years that have not previously been released; and

(iii) if neither of the above conditions is satisfied, no Pledged Consideration Shares shall be released for that relevant Relevant Financial Year, and the Annual Pledged Shares for that year shall become Carried Forward Shares and remain with the Escrow Agent.

Over-performance in any relevant financial year shall not entitle the Vendor to the early release of Annual Pledged Shares allocated to any subsequent relevant financial year. Once any released shares have been released to the Vendor, they shall not be required to be returned to the Escrow Agent or treated as Pledged Consideration Shares by reason of any subsequent shortfall or under-performance in any later relevant financial year.

10. Final Settlement after FYE 2031

After the profit guarantee statement for FYE 2031 becomes final and binding:

(i) if the aggregate Adjusted NPAT achieved for all relevant financial years is equal to or greater than RM15,000,000, no Profit Guarantee Compensation shall be payable and the escrow agent shall, within 5 business days, release to the Vendor all remaining Pledged Consideration Shares and any other then subsisting security; and

(ii) if the aggregate Adjusted NPAT achieved for all relevant financial years is less than RM15,000,000, after taking into account any excess performance in any relevant financial year through the cumulative offset mechanism, the Vendor shall within 14 business days after written demand by the Purchaser pay to the Purchaser in cash an amount equal to the aggregate profit guarantee shortfall multiplied by 70.0%.

APPENDIX I – SALIENT TERMS OF THE SSA (CONT'D)

If the Vendor fails to pay any Profit Guarantee Compensation by the due date, interest shall accrue on the unpaid amount at the rate of 2.0% per annum above the base lending rate of Malayan Banking Berhad from the due date until the date of actual payment, both before and after judgment.

If the Vendor fails to pay the profit guarantee compensation in full by the due date, the Purchaser may instruct the escrow agent to sell, transfer or otherwise realise such number of remaining Pledged Consideration Shares and any other security as are necessary to satisfy the unpaid amount, accrued interest and reasonable enforcement costs. If the net proceeds are insufficient, the Vendor shall immediately pay the deficiency in cash as a debt.

Upon payment in full by the Vendor of all profit guarantee compensation, interest and costs due under the profit guarantee arrangement in the SSA, the Escrow Agent shall, within 5 business days of receipt of written confirmation from the Purchaser (such confirmation not to be unreasonably withheld or delayed), release to the Vendor all remaining Pledged Consideration Shares and any other then subsisting security held under the SSA.

11. Over-Performance Incentive

If, after the profit guarantee statement for FYE 2031 becomes final and binding, the aggregate Adjusted NPAT achieved for all relevant financial years exceeds RM15,000,000 and no profit guarantee compensation is payable, the parties shall discuss in good faith an appropriate incentive for the Vendor, which may include, without limitation, an employees' share option scheme, special dividends or cash bonuses. The form, quantum and terms of such incentive shall be determined by the Purchaser's board of directors in its discretion, subject to applicable law and the Main Market Listing Requirements.

12. Representations, Warranties and Indemnities

The Vendor represents and warrants to the Purchaser that the Vendor warranties are true, accurate and not misleading as at the date of the SSA and shall be true, accurate and not misleading at completion as if repeated at completion by reference to the facts and circumstances then existing. The Purchaser has entered into the SSA in reliance upon each of the Vendor warranties.

The Vendor shall indemnify the Purchaser, TIESB or any other member of the Target Group against all losses suffered by reason of or in connection with any breach of the Vendor warranties or the enforcement of the Purchaser's rights in relation thereto.

The Vendor also provides specific indemnities in respect of, among others, tax liabilities, corporate authorisations and share transfer matters, validity of title to the shares of TIESB, Companies Act non-compliance, penalties imposed by governmental authorities, breaches of contracts arising from the sale and purchase or the Pre-Completion Reorganisation, costs relating to the Pre-Completion Reorganisation, failure to obtain or maintain licences and approvals, stamp duty issues, employment law non-compliance, and breaches of anti-corruption, sanctions, anti-money laundering, counter-terrorism financing, export control and similar laws on or before completion.

13. Tax Indemnity

The Vendor covenants with the Purchaser to pay to the Purchaser or, at the Purchaser's direction, the relevant member of the Target Group, an amount equal to any liability to taxation or increased liability to taxation of TIESB or any other member of the Target Group arising from, among others:

(i) any transaction effected or deemed to have been effected on or before completion;
(ii) any income, profits or gains earned, accrued or received on or before completion; or

APPENDIX I – SALIENT TERMS OF THE SSA (CONT'D)

(iii) any failure by TIESB or any other member of the Target Group on or before completion to duly deduct, withhold, collect, account for, pay or report any taxation or to comply with any taxation obligation.

The payments under the tax indemnity shall include all penalties, charges, interest and reasonable costs and expenses incurred by the Purchaser and/or the relevant member of the Target Group in connection with any tax claim or liability.

14. Post-Completion Undertakings

After completion, the Vendor shall, among others:

(i) within 14 days of completion, provide the required notifications to PETRONAS and PETROS in respect of changes to equity and board of directors pursuant to the SSA;

(ii) within 30 days of completion, notify the Construction Industry Development Board in respect of changes to equity and board of directors pursuant to the SSA;

(iii) within 21 days of completion, update TIESB’s particulars on the Kementerian Kewangan Malaysia online portal in respect of the changes to its shareholders and board of directors;

(iv) within 30 days of completion, deliver to the Purchaser all books, records, passwords, statutory records, company seal items and other corporate documents of TIESB and the Target Group remaining in his possession or control;

(v) within 30 days of completion, provide reasonable assistance in relation to the transfer or updating of customer, supplier, project, financier, regulatory or statutory records required to reflect the change in ownership and management of TIESB and the Target Group;

(vi) within 45 days of completion, procure that any residual steps under the Pre-Completion Reorganisation which the Purchaser expressly agreed could trail completion are completed and evidenced in writing;

(vii) immediately following completion, provide reasonable assistance in connection with changing the Target Group’s financial year end to be aligned with the financial year end of the Purchaser; and

(viii) for 180 days after completion, provide reasonable assistance, information and access in connection with any conversion of the Target Group’s financial statements from Malaysian Private Entity Reporting Standards to such accounting standards as may reasonably be required by the Purchaser, including the preparation of unaudited pro-forma financial information for prior periods to the extent reasonably practicable.

If the Vendor fails to perform any post-completion undertaking within the prescribed timeline, the Purchaser shall be entitled, but not obligated, to undertake such rectification or address such failure at its own cost, and the Vendor shall reimburse the Purchaser for all such costs on a full indemnity basis.

15. Termination / Remedies

If any of the documents or items required to be delivered at completion is not forthcoming, or if the completion provisions are not fully complied with by the Vendor or the Purchaser, the non-defaulting party shall be entitled, in addition to all other rights and remedies available to it, to:

(i) terminate the SSA;

(ii) effect completion so far as practicable having regard to the defaults which have occurred;

APPENDIX I – SALIENT TERMS OF THE SSA (CONT'D)

(iii) seek specific performance against the defaulting party; or
(iv) fix a new date for completion, not being more than 14 days after the original completion date.

If any completion action does not take place by the time required under the SSA, the defaulting party must repay to the Purchaser all cash amounts received and do all acts and things necessary to transfer back, cancel, unwind or otherwise reverse any Consideration Shares issued, in each case within 1 business day after demand by the non-defaulting party.

The Purchaser may also terminate the SSA prior to completion if the Vendor is in breach of any Vendor warranty, or if there is any breach of the pre-completion undertakings or any other event which affects or is likely to affect adversely the financial position, turnover, profitability or prospects of the Target Group.

16. Governing Law and Arbitration

The SSA shall be governed by and construed in accordance with the laws of Malaysia.

Any dispute arising out of or in connection with the SSA or any document or transaction in connection with the SSA shall be referred to and finally resolved by arbitration in Kuala Lumpur, Malaysia, in accordance with the Arbitration Rules of Asian International Arbitration Centre. The seat and venue of arbitration shall be Kuala Lumpur, Malaysia, the language of arbitration shall be English, and the tribunal shall consist of 1 arbitrator.

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APPENDIX II - HISTORICAL FINANCIAL INFORMATION OF TIESB GROUP

The summary of the historical financial performance and financial position of TIESB and its subsidiaries i.e. GCCSB and STKLSB ("TIESB Group") based on the audited consolidated financial statements of TIESB Group for the FYE 31 December 2022, FYE 31 December 2023 and FYE 31 December 2024 as well as the latest unaudited consolidated financial statements for the FYE 31 December 2025 are as follows:

	Audited*			Unaudited*
	FYE 31 December 2022	FYE 31 December 2023	FYE 31 December 2024	FYE 31 December 2025
	RM'000	RM'000	RM'000	RM'000
Revenue	11,152	16,583	19,864	20,315
Gross profit	2,458	3,866	4,111	4,934
(Loss) / Profit before taxation	(464)	(935)	61	427
(Loss) after taxation (“LAT”) / PAT attributable to:
- Owners of the parent	(300)	(574)	(79)	179
- Non-controlling interest	(218)	(514)	(7)	104
(LAT) / PAT	(518)	(1,088)	(86)	283
Share capital	2,000	2,000	2,000	2,000
NA	5,669	5,095	5,016	3,595
Total equity	5,851	5,083	5,014	3,699
Total borrowings (including finance lease)	5,744	7,542	10,708	10,855
Current assets	10,103	12,353	15,488	16,215
Current liabilities	4,098	7,669	11,565	13,688
Number of ordinary shares ('000)	2,000	2,000	2,000	2,000
NA per share (RM)	2.83	2.55	2.51	1.80
(Loss) / Earnings per share (RM)	(0.15)	(0.29)	(0.04)	0.09
Current ratio (times)	2.47	1.61	1.34	1.18
Gearing ratio (times)	0.98	1.48	2.14	2.93

Note:-

The above financial statements were prepared based on Malaysian Private Entities Reporting Standard.

Commentaries:-

FYE 31 December 2023 ("FYE 2023") compared to FYE 31 December 2022 ("FYE 2022")

TIESB Group's revenue increased by RM5.4 million or 48.2% from RM11.2 million in FYE 2022 to RM16.6 million in FYE 2023 which was mainly contributed by increase in EPCC projects in FYE 2023 whereas FYE 2022 were mainly contributed by trading of energy related products and accessories such as lighting solutions and electric control solutions due to higher procurement activities from customers.

TIESB Group's LAT increased by RM0.6 million or 120.0% from RM0.5 million in FYE 2022 to RM1.1 million in FYE 2023 which was mainly due to increase in staff cost to cater for the increase in projects.

APPENDIX II – HISTORICAL FINANCIAL INFORMATION OF TIESB GROUP (CONT'D)

FYE 31 December 2024 (“FYE 2024”) compared to FYE 2023

TIESB Group’s revenue increased by RM3.3 million or 19.9% from RM16.6 million in FYE 2023 to RM19.9 million in FYE 2024 which was mainly due to increase in the revenue from trading of energy related products and accessories such as lighting solutions and electric control solutions due to higher procurement activities from customers.

TIESB Group’s LAT decreased by RM1.0 million or 90.9% from RM1.1 million in FYE 2023 to RM0.1 million in FYE 2024 which was mainly due to increase in revenue as aforementioned and decrease in staff cost as a result of the Company’s workforce rationalisation process.

FYE 31 December 2025 (“FYE 2025”) compared to FYE 2024

TIESB Group’s revenue for FYE 2024 and FYE 2025 were fairly consistent.

TIESB Group recorded a PAT of RM0.3 million in FYE 2025 as compared to a LAT of RM0.1 million in FYE 2024 which was mainly due to the continuous cost rationalisation process implemented by the Group.

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APPENDIX III - HISTORICAL FINANCIAL INFORMATION OF FIESB

The summary of the historical financial performance and financial position of FIESB based on the audited financial statements of FIESB for the FYE 31 December 2022, FYE 31 December 2023 and FYE 31 December 2024 as well as the latest unaudited financial statements for the 31 December 2025 are as follows:

	Audited*			Unaudited*
	FYE 31 December 2022	FYE 31 December 2023	FYE 31 December 2024	FYE 31 December 2025
	RM'000	RM'000	RM'000	RM'000
Revenue	-	37	11	223
Gross profit	-	2	1	26
Loss before tax	(14)	(7)	(12)	(248)
LAT	(14)	(7)	(12)	(248)
Share capital	5	5	5	5
Net liabilities / Capital deficit	(106)	(113)	(125)	(373)
Total borrowings	-	-	-	-
Current assets	5	6	6	1
Current liabilities	17	21	139	380
Number of ordinary shares ('000)	5	5	5	5
Net liabilities per share (RM)	(21.20)	(22.60)	(25.00)	(74.60)
EPS (RM)	(2.80)	(1.40)	(2.40)	(49.60)
Current ratio (times)	0.29	0.29	0.04	*
Gearing ratio (times)	Not applicable	Not applicable	Not applicable	Not applicable

Note:-
* The above financial statements were prepared based on Malaysian Private Entities Reporting Standard.

Commentaries:-

FYE 31 December 2023 ("FYE 2023") compared to FYE 31 December 2022 ("FYE 2022")

FIESB was dormant in FYE 2022 and started to recognised revenue in FYE 2023 from consultation service in relation to engineering services and works.

FIESB's LAT decreased by RM7,000 or 50.0% from RM14,000 in FYE 2022 to RM7,000 in FYE 2023 which was mainly due to FIESB commenced its operation in FYE 2023.

FYE 31 December 2024 ("FYE 2024") compared to FYE 2023

FIESB's revenue decreased by RM26,000 or 70.3% from RM37,000 in FYE 2023 to RM11,000 in FYE 2024 which was mainly due to decrease in the consultancy services provided in FYE 2024.

FIESB's LAT increased by RM5,000 or 71.4% from RM7,000 in FYE 2023 to RM12,000 in FYE 2024 which was mainly due to decrease in revenue as aforementioned.

APPENDIX III – HISTORICAL FINANCIAL INFORMATION OF FIESB (CONT'D)

FYE 31 December 2025 (“FYE 2025”) compared to FYE 2024

FIESB’s revenue increased by RM212,000 from RM11,000 in FYE 2024 to RM223,000 in FYE 2025 which was mainly due to increase in the projects in relation to the provision of engineering services.

Despite increase in the revenue, FIESB’s LAT increased by RM236,000 from RM12,000 in FYE 2024 to RM248,000 in FYE 2025 which was mainly due to increase in staff cost as a result of hiring more staff.

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APPENDIX IV - HISTORICAL FINANCIAL INFORMATION OF STSSB

The summary of the historical financial performance and financial position of STSSB based on the audited financial statements of FIESB for the period from 6 October 2022 (being the incorporation date) to 31 December 2023 and FYE 31 December 2024 as well as the latest unaudited financial statements for the FYE 31 December 2025 are as follows:

	Audited*		Unaudited*
	6 October 2022 to 31 December 2023	FYE 31 December 2024	FYE 31 December 2025
	RM'000	RM'000	RM'000
Revenue	-	-	-
Gross profit	-	-	-
Loss before taxation	(113)	(86)	(9)
LAT	(113)	(86)	(9)
Share capital	100	100	100
Net liabilities / capital deficit	(13)	(98)	(106)
Total borrowings	-	-	-
Current assets	11	8	1
Current liabilities	35	108	107
Number of ordinary shares ('000)	100	100	100
Net liabilities per share (RM)	(0.13)	(0.98)	(1.06)
EPS (RM)	(1.13)	(0.86)	(0.09)
Current ratio (times)	0.31	0.07	0.01
Gearing ratio (times)	not applicable	not applicable	not applicable

Note:-
* The above financial statements were prepared based on Malaysian Private Entities Reporting Standard.

Commentaries:-

FYE 31 December 2024 ("FYE 2024") compared to the period from 6 October 2022 to 31 December 2023 ("FYE 2023")

STSSB remained dormant since incorporation, thus, no revenue being generated.

STSSB's LAT was fairly consistent for FYE 2023 and FYE 2024. The expenses mainly comprise audit fees, depreciation of plant and equipment, directors' remuneration and rental of premise.

FYE 31 December 2025 ("FYE 2025") compared to FYE 2024

STSSB remained dormant since incorporation, thus, no revenue being generated.

STSSB's LAT decreased by RM0.08 million or 88.9% from RM0.09 million in FYE 2024 to RM0.01 million in FYE 2025 which was mainly due to cost rationalisation exercise in view that STSSB remained dormant during FYE 2025.

AI assistant

META BRIGHT GROUP BERHAD — M&A Activity 2026

71065_rns_2026-05-19_70bf2971-33fb-4743-a8bf-a62c1116b7fb.pdf

1. INTRODUCTION

2. PROPOSED ACQUISITION

Notes:-

2.1 Information on TIESB

Notes:-

2.2 Information on THW

2.3 Profit guarantee

Notes:-

Conclusion:

Notes:-

Conclusion:

2.4 Basis and justification of the Purchase Consideration

Notes:-

2.5 Basis and justification of the issue price of Consideration Shares

2.6 Ranking of Consideration Shares

2.7 Listing and quotation of the Consideration Shares

2.8 Source of funding

2.9 Additional financial commitment

2.10 Liabilities to be assumed by MBGB

3. RATIONALE FOR THE PROPOSED ACQUISITION

4.2 Overview and outlook of renewable energy industry in Malaysia

4.3 Prospects of the Target Group

5. RISK FACTORS

5.1 Completion risk

5.2 Acquisition risk

5.3 Achievability of the Aggregate Guaranteed NPAT

5.4 Termination and non-renewal risk of licenses and approvals

5.5 Impairment risk

6. EFFECTS OF THE PROPOSED ACQUISITION

6.1 Issued share capital

Notes:-

6.2 NA, NA per Share and gearing

Maximum Scenario

Minimum Scenario

Maximum Scenario

Notes:-

6.3 Earnings and EPS

6.4 Substantial shareholders' shareholdings

Minimum Scenario

Maximum Scenario

(II) After (I) and the Proposed Acquisition

Notes:-

6.5 Convertible securities

4. Refund of Earnest Deposit

5. Conditions Precedent

6. Completion

7. Profit Guarantee

8. Pledged Consideration Shares and Escrow

9. Release of Pledged Consideration Shares

10. Final Settlement after FYE 2031

11. Over-Performance Incentive

12. Representations, Warranties and Indemnities

13. Tax Indemnity

14. Post-Completion Undertakings

15. Termination / Remedies

16. Governing Law and Arbitration

FYE 31 December 2024 (“FYE 2024”) compared to FYE 2023

FYE 31 December 2025 (“FYE 2025”) compared to FYE 2024

FYE 31 December 2025 (“FYE 2025”) compared to FYE 2024

More from META BRIGHT GROUP BERHAD

META BRIGHT GROUP BERHAD M&A Activity 2026