THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

You should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately if you have any doubt about the Offer (as defined herein).

If you have sold or transferred all your Offer Shares (as defined herein), you should hand over this Offer Document and the accompanying Form of Acceptance and Transfer (as defined herein) immediately to the person through whom you effected the sale or transfer for transmission to the purchaser or transferee.

Pursuant to subparagraph 11.02(3) of the Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia ("SC") ("Rules"), the SC has notified that it has no further comments to this Offer Document. However, such notification shall not be taken to suggest that the SC recommends the Offer or assumes responsibility for the correctness of any statements made or opinions or reports expressed in this Offer Document.

The SC takes no responsibility for the contents of this Offer Document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Offer Document.

UNCONDITIONAL MANDATORY TAKE-OVER OFFER

GAN KOK XAN

("OFFEROR")

THROUGH

M+Global

MALACCA SECURITIES SDN BHD

Registration No: 197301002760 (16121-H)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

TO ACQUIRE

ALL THE REMAINING ORDINARY SHARE(S) IN PINEAPPLE RESOURCES BERHAD ("PRB") ("PRB SHARES") NOT ALREADY OWNED BY THE OFFEROR AND THE PERSON ACTING IN CONCERT ("PAC") WITH THE OFFEROR ("OFFER SHARE(S)") FOR A CASH CONSIDERATION OF RM0.84 PER OFFER SHARE ("OFFER")

Acceptances in respect of the Offer must be received by 5.00 p.m. (Malaysian time) on Friday, 5 June 2026, being the first closing date of the Offer ("First Closing Date") or such other later date(s) as the Offeror may decide and Malacca Securities Sdn Bhd may announce, on behalf of the Offeror, at least 2 days before the Closing Date (as defined herein). Subject to the provisions of the Rules and the terms and conditions of this Offer Document, the Offeror may revise or extend the date and time for the acceptance of the Offer beyond the First Closing Date. Notice of any such extension or revision will be announced and where required by the Rules, will be posted to you based on the postal address set out in the record of securities holders maintained by Bursa Malaysia Depository Sdn Bhd ("Bursa Depository") under the Rules of Bursa Depository.

You should refer to Sections 1 and 2 of the Appendix II of this Offer Document for the procedures to accept and the method of settlement of the Offer. The Form of Acceptance and Transfer for the Offer Shares is enclosed with this Offer Document.

This Offer Document is dated 15 May 2026

DEFINITIONS

The following definitions shall apply throughout this Offer Document and the accompanying Form of Acceptance and Transfer unless the context requires otherwise:-

Accepting Holder(s) : Holder(s) who accepts the Offer in accordance with the terms and conditions set out in this Offer Document

ACE Market : ACE Market of Bursa Malaysia Securities Berhad

Act : Companies Act 2016

ADA : Authorised Depository Agent, as defined in the Rules of Bursa Depository

ADM : Authorised Direct Member, as defined in the Rules of Bursa Depository

Board : Board of Directors of PRB

BSIP Online : Boardroom Smart Investor Portal at https://investor.boardroomlimited.com, the Share Registrar for the Offer's proprietary application to facilitate Holders to submit their Form of Acceptance and Transfer electronically

Bursa Depository : Bursa Malaysia Depository Sdn Bhd (Registration No.: 198701006854 (165570-W))

Bursa Depository Transfer Form : Bursa Depository Transfer of Securities Request Form (FTF010)

Bursa LINK : Bursa Securities' Listing Information Network, an electronic platform for submission of all announcements made by listed issuers on Bursa Securities

Bursa Securities : Bursa Malaysia Securities Berhad (Registration No.: 200301033577 (635998-W))

CDS : Central Depository System

Chuan Huat Holdings Sdn Bhd or Vendor : Chuan Huat Holdings Sdn Bhd (Registration No.: 198001001285 (55068-K))

Closing Date : (i) First Closing Date; or

(ii) If the Offer is revised or extended in accordance with the Rules and the terms and conditions of this Offer Document, such other revised or extended closing date as the Offeror may decide and Malacca Securities may announce, on behalf of the Offeror at least 2 days before the Closing Date. Where required by the Rules, the notice(s) of such revision or extension will be posted to Holders accordingly,

as the case may be

CMSA : Capital Markets and Services Act, 2007

Directors : The directors of PRB

Dissenting Holder(s) : Holder(s) who have not accepted the Offer and/or failed or refused to transfer the Offer Shares to the Offeror in accordance with the terms and conditions set out in this Offer Document

DEFINITIONS (CONT'D)

Distribution
: Any dividend and/or other distribution of any nature declared, made and/or paid by PRB to its shareholders on or after the date of the Notice but prior to the Closing Date

First Closing Date
: 5.00 p.m. (Malaysian time) on Friday, 5 June 2026, being 21 days from the Posting Date

Form of Acceptance and Transfer
: Form of acceptance and transfer for the Offer Shares, as enclosed in this Offer Document

FPE
: Financial period ended/ending, as the case may be

FYE
: Financial year ended/ending, as the case may be

GKX or the Offeror
: Mr. Gan Kok Xan

GKX Share Acquisition
: Acquisition of 17,390,588 PRB Shares from Chuan Huat Holdings Sdn Bhd, representing approximately 35.86% of total issued shares in PRB, by GKX for a total cash consideration of RM14,608,093.92 (excluding brokerage and other incidental cost) or RM0.84 per PRB Share, which had been completed in accordance with terms of the SSA via direct business transactions on 24 April 2026

Holder(s)
: Holder(s) (including any custodian, nominee and trustee) of the Offer Shares

Independent Advice Circular
: Independent advice circular to be issued by the Independent Adviser to the Holders in relation to the Offer

Independent Adviser or UOBKH
: UOB Kay Hian (M) Sdn Bhd (formerly known as UOB Kay Hian Securities (M) Sdn Bhd) (Registration No: 199001003423 (194990-K)), being the independent adviser being appointed by the Board (save for the Interested Directors) in accordance with paragraph 3.06 of the Rules to advise the non-interested directors of PRB and the Holders in relation to the Offer

Interested Directors
: The following directors of PRB are deemed interested in the Offer:-
(i) Dato' Lim Khoon Heng, Patrick, being a director and an indirect major shareholder of the Vendor;
(ii) Dato' Lim Loong Heng, Mark, being a director and an indirect major shareholder of the Vendor;
(iii) Lim Kean Choong, being the son of Dato' Lim Loong Heng, Mark and nephew of Dato' Lim Khoon Heng, Patrick; and
(iv) Lim Yen Ling, being the daughter of Dato' Lim Khoon Heng, Patrick and niece of Dato' Lim Loong Heng, Mark.

Accordingly, they have abstained and will continue to abstain from deliberating and voting at all relevant board meeting(s) of PRB in relation to the Offer.

As at LPD, no decision has been made over the Shares held, directly or indirectly, by the Interested Directors; nor have any Interested Director(s) decided to stay or resign as the director of PRB.

LFTD
: 23 April 2026, being the last full trading day prior to the date of the Notice

DEFINITIONS (CONT'D)

Listing Requirements : ACE Market Listing Requirements of Bursa Securities

LPD : 8 May 2026, being the latest practicable date prior to the Posting Date

Malacca Securities : Malacca Securities Sdn Bhd (Registration No.: 197301002760 (16121-H))

Market Day : Any day(s) on which Bursa Securities is open for trading in securities

NA : Net assets

Non-Interested Directors : Directors of PRB but excluding the Interested Directors

Non-resident Holder(s) : Holder(s) (including without limitation, any nominees, trustees and custodians) who is a citizen or national of, or resident in, or has a registered address in, any jurisdiction outside Malaysia, or is incorporated or registered with or approved by any authority outside Malaysia, or is a non-resident within the definition prescribed under the Financial Services Act 2013, or who have not provided an address in Malaysia for the service of this Offer Document

Notice : The notice of the Offer dated 24 April 2026 served on the Board by Malacca Securities on behalf of the Offeror

Offer : The unconditional mandatory take-over offer by the Offeror, through Malacca Securities, to acquire all the Offer Shares at the Offer Price in accordance with the terms and conditions set out in Section 2 and Appendix I of this Offer Document and any revision thereof

Offer Document : This document dated 15 May 2026, which sets out the details of the Offer together with the Form of Acceptance and Transfer enclosed herein

Offer Period : The period commencing from 24 April 2026, being the date of the Notice and ending on the earlier of:-

(i) the Closing Date; or
(ii) the date on which the Offer lapses or is withdrawn with the prior written consent of the SC

Offer Price : Cash offer price of RM0.84 per Offer Share, subject to any adjustment where applicable, in the manner set out in Section 2.1 of this Offer Document

Offer Share(s) : All the remaining 17,529,412 PRB Shares not already owned by the Offeror and his PAC, representing approximately $36.14\%$ of the total issued share capital of PRB as at LPD

PAC(s) : Persons acting in concert with the Offeror in accordance with subsections 216(2) and 216(3) of the CMSA. As at LPD, the PAC who hold PRB Shares is YGF.

P/B Multiple : Price-to-book multiple

P/E Multiple : Price-to-earnings multiple

PRB or the Offeree : Pineapple Resources Berhad (Registration No.: 198001001637 (55420-P))

iii

DEFINITIONS (CONT'D)

PRB Group or the Offeree Group
: Collectively, PRB and its subsidiaries

PRB Share(s) or Share(s)
: Ordinary share(s) in PRB

Posting Date
: 15 May 2026, being the date of posting of this Offer Document

Public Spread Requirement
: The requirement under Rule 8.02(1) of the Listing Requirements which states that a listed issuer must ensure that at least 25% of its total listed shares (excluding treasury shares) are in the hands of public shareholders to ensure its continued listing on the ACE Market of Bursa Securities

Relevant Day
: The Market Day following the day on which the Offer is closed, revised or extended, as the case may be

Restricted Jurisdiction(s)
: Any jurisdiction(s) where the extension or acceptance of the Offer or where the sending or making of available information concerning the Offer to the Holders in such jurisdiction would or might be in contravention of local laws or regulations in that jurisdiction

RM and sen
: Ringgit Malaysia and sen, respectively

Rules
: Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the SC

Rules of Bursa Depository
: Rules of Bursa Depository as issued under the SICDA

SC
: Securities Commission Malaysia

Share Registrar
: Boardroom Share Registrars Sdn Bhd (Registration No. 199601006647 (378993-D)), being the share registrar for the Offer, to whom acceptances of the Offer should be forwarded, whose address, email address and contact numbers are set out in Section 1.9 of Appendix II of this Offer Document

Share Acquisitions
: Collectively, GKX Share Acquisition and YGF Share Acquisition

SICDA
: Securities Industry (Central Depositories) Act, 1991

SSAs
: Collectively, the 2 share sale agreements both dated 24 April 2026:-
(i) entered into between GKX (as purchaser) and Chuan Huat Holdings Sdn Bhd (as seller) for the acquisition of 17,390,588 PRB Shares for a cash consideration of RM14,608,093.92 or RM0.84 per PRB Share; and
(ii) entered into between YGF (as purchaser) and Chuan Huat Holdings Sdn Bhd (as seller) for the acquisition of 13,580,000 PRB Shares for a cash consideration of RM11,407,200.00 or RM0.84 per PRB Share

Valid Acceptance(s)
: The acceptance(s) of the Offer by Holder(s) in accordance with the terms and conditions as set out in Section 2 and Appendix I of this Offer Document, which is deemed by the Offeror to be valid and complete in all respects

VWAMP
: Volume-weighted average market price

DEFINITIONS (CONT'D)

YGF
: Mr. Yeoh Guan Fook, being a PAC to GKX pursuant to paragraph 216(2)(a) of the CMSA

YGF Share Acquisition
: Acquisition of 13,580,000 PRB Shares from Chuan Huat Holdings Sdn Bhd, representing approximately 28.00% of total issued shares in PRB, by YGF for a total cash consideration of RM11,407,200.00 (excluding brokerage and other incidental cost) or RM0.84 per PRB Share, which had been completed in accordance with terms of the SSA via direct business transactions on 24 April 2026

In this Offer Document, words denoting the singular, where applicable, include the plural and vice versa. Words denoting the masculine gender, where applicable, include the feminine and neuter genders and vice versa. References to persons include corporations, unless otherwise specified.

All references to "we", "us" and "our" in this Offer Document are to Malacca Securities, being the Principal Adviser through whom the Offeror is making the Offer. All references to "you" or "Holder" in this Offer Document are to the Holder of the Offer Shares, being the persons to whom this Offer is being made.

Any discrepancies in the figures included in this Offer Document between the amounts stated and the totals thereof are due to rounding.

All references to dates and time in this Offer Document are references to Malaysian dates and time. If any period of time is specified from a day, or the day of an act or event, it is to be calculated exclusive of that day. Where a period specified in the Rules, as appearing in this Offer Document, ends on a day which is not a Market Day, the period is extended until the next Market Day.

All references to provisions of a statute, rule, regulation, enactment or rule of stock exchange, where the context requires, are to be construed as references to the provisions of such statute, rule, regulation, enactment or rule of stock exchange (as the case may be) as modified by any written law or (if applicable) amendment or re-enactment to the statute, rule, regulation, enactment or rule of stock exchange for the time being in force. The Rules must be read together with the Malaysian Code on Take-overs and Mergers 2016 and any rulings issued by the SC pursuant to section 217 of the CMSA.

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TABLE OF CONTENTS

LETTER FROM MALACCA SECURITIES ON BEHALF OF THE OFFEROR:-

PAGE

INTRODUCTION ... 1
TERMS AND CONDITIONS OF THE OFFER ... 4
RATIONALE FOR THE OFFER ... 6
LISTING STATUS OF THE OFFEREE, COMPULSORY ACQUISITION AND RIGHTS OF DISSENTING HOLDERS ... 7
FUTURE PLANS FOR PRB GROUP AND ITS EMPLOYEES ... 9
FINANCIAL RESOURCES OF THE OFFEROR ... 10
FINANCIAL CONSIDERATIONS ... 11
INFORMATION ON THE OFFEROR AND HIS PAC ... 15
RESPONSIBILITY STATEMENT ... 16
FURTHER INFORMATION ... 17

APPENDICES

APPENDIX I OTHER TERMS AND CONDITIONS OF THE OFFER ... 18
APPENDIX II PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT ... 22
APPENDIX III INFORMATION ON THE OFFEROR ... 31
APPENDIX IV DISCLOSURE OF INTERESTS AND DEALINGS ... 33
APPENDIX V ADDITIONAL INFORMATION ... 35

FORM OF ACCEPTANCE AND TRANSFER ... ENCLOSED

M+Global

Corporate Finance By Malacca Securities

Malacca Securities Sdn Bhd 197301002760 (16121-H)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

BO1-A-13A, Level 13A, Menara 2, No.3, Jalan Bangsar, KL Eco City, 59200 Kuala Lumpur

+1300 22 1233

[email protected]

Correspondence address of:-
Gan Kok Xan
16-12, Mercu Aspire
No. 3, Jalan Bangsar
KL Eco City
59200 Kuala Lumpur

Registered office of:-
Malacca Securities Sdn Bhd
BO1-A-13A, Level 13A, Menara 2
No. 3, Jalan Bangsar
KL Eco City
59200 Kuala Lumpur

15 May 2026

To: The Holders

Dear Sir / Madam,

UNCONDITIONAL MANDATORY TAKE-OVER OFFER BY THE OFFEROR THROUGH MALACCA SECURITIES TO ACQUIRE THE OFFER SHARES FOR A CASH CONSIDERATION OF RM0.84 PER OFFER SHARE

INTRODUCTION

On 24 April 2026, GKX had entered into a share sale agreement with Chuan Huat Holdings Sdn Bhd to acquire 17,390,588 PRB Shares, representing approximately 35.86% of the total issued Shares, for a total cash consideration of RM14,608,093.92 (excluding brokerage and other incidental cost) or RM0.84 per PRB Share. The GKX Share Acquisition was completed on even date in accordance with the terms of the share sale agreement via direct business transaction.

On 24 April 2026, YGF had entered into a share sale agreement with Chuan Huat Holdings Sdn Bhd to acquire 13,580,000 Shares, representing approximately 28.00% of the total issued Shares, for a total cash consideration of RM11,407,200.00 (excluding brokerage and other incidental cost) or RM0.84 per PRB Share. The YGF Share Acquisition was completed on even date in accordance with the terms of the share sale agreement via direct business transaction.

Pursuant to subsections 216(2) and 216(3) of the CMSA, YGF is a PAC to the Offeror pursuant to subsection 216(2)(a) of the CMSA for the purposes of the Offer. For information, GKX and YGF are business partners.

Prior to the Share Acquisitions, GKX and YGF do not hold any PRB Shares. Upon completion of the Share Acquisitions on 24 April 2026, the shareholdings of the Offeror and his PAC in PRB increased from nil to 30,970,588 Shares, representing 63.86% equity interest in PRB.

Pursuant to subsection 218(2) of the CMSA and subparagraph 4.01(a) of the Rules, the Offeror individually and together with his PAC are obliged to extend an unconditional mandatory takeover offer to acquire all the remaining PRB Shares not already owned by the Offeror and his PAC for a cash offer price of RM0.84 per Offer Share.

Accordingly, pursuant to subsection 218(2) of the CMSA and subparagraph 4.01(a) of the Rules, in view that the Offeror, had individually and together with his PAC have collectively obtained control in PRB upon completion of the Share Acquisitions, the Offeror individually and together with his PAC is obliged to extend an unconditional mandatory take-over offer to acquire all the Offer Shares at a price not less than the highest price (excluding stamp duty and commission) paid or agreed to be paid by the Offeror or his PAC for any voting shares or voting rights to which the take-over offer relates, during the offer period and within six months prior to the beginning of the offer period.

As such, on 24 April 2026, Malacca Securities had, on behalf of the Offeror, served the Notice to the Board. On even date, the Board announced the receipt of the Notice, a copy of the Notice was despatched to the Holders on 30 April 2026.

On 27 April 2026, in accordance with paragraph 3.06 of the Rules, the Non-Interested Directors had appointed UOBKH to act as the Independent Adviser to provide their comments, opinions, information and recommendation on the Offer to the Non-Interested Directors and Holders in respect of the Offer.

Further details of the Offeror and PAC who hold PRB Shares are set out in Section 8, Appendix III and Appendix IV of this Offer Document. For avoidance of doubt, the Offer shall not be extended to the PAC.

As at LPD, the shareholdings of the Offeror and his PAC in PRB are as follows:-

Name	Shareholdings
	Direct		Indirect
	Number of Shares	(a)%	Number of Shares	(a)%
Offeror
GKX	17,390,588	35.86	-	-
PAC
YGF	13,580,000	28.00	-	-
	30,970,588	63.86	-	-

Note:-

(a) Based on 48,500,000 issued Shares as at LPD.

The Offer is unconditional as the Offeror and his PAC already hold more than 50% of the voting shares or voting rights of PRB.

As at LPD, the Offeror and his PAC have not received any irrevocable undertaking from any Holder to accept or reject the Offer. As at LPD, there is also no existing or proposed agreement, arrangement or understanding in relation to the Offer Shares between the Offeror or his PAC with any of the Holders. The Offeror and his PAC have not acquired any PRB Shares on the open market from the date of the Notice up to the LPD.

The SC had via its letter dated 13 May 2026 notified that it has no further comments to this Offer Document under subparagraph 11.02(3) of the Rules. However, such notification shall not be taken to suggest that the SC recommends the Offer or assumes responsibility for the correctness of any statements made or opinions or reports expressed in this Offer Document.

The timeline in respect of the Offer is as follows:-

Event	(a)Date
Notice served to the Board	Friday, 24 April 2026
Posting of this Offer Document	Friday, 15 May 2026
Last date for the Independent Adviser to issue the Independent Advice Circular	(b)Monday, 25 May 2026
First Closing Date(c)	Friday, 5 June 2026

Notes:-

(a) The above timeline is subject to such extension or revision as may be approved or required by the SC.

(b) Being the next market day after 10 days from the date of this Offer Document.

(c) The Offer will remain open for acceptances for a period of not less than 21 days from the Posting Date, i.e., until 5:00 p.m. (Malaysian time) on Friday, 5 June 2026, being the First Closing Date, unless the Offeror revise or extend the Offer in accordance with the Rules. Any such revision or extension will be announced by Malacca Securities on behalf of the Offeror at least 2 days before the Closing Date. Notice of such revision or extension will be announced and where required by the Rules, will be posted to you accordingly.

This Offer Document is a formal offer by the Offeror, through Malacca Securities, to acquire your Offer Shares in accordance with the terms and conditions as set out in Section 2 and Appendix I of this Offer Document.

You are advised to carefully read this Offer Document, and the Independent Advice Circular which will be despatched to you within 10 days from the date of this Offer Document. You should consider the recommendation of the Independent Adviser contained in the Independent Advice Circular before making your decision regarding the Offer.

To facilitate electronic delivery of documents in the future, it is important for you to register your e-mail address with Bursa Depository via:

(i) https://www.bursamalaysia.com/trade/our_products_services/central_depository_system/request_for_estatement; or

(ii) Bursa Anywhere mobile application which can be downloaded from Google Play Store or Apple App Store (please refer to https://www.bursamarketplace.com/anywhere/ for instructions to download the application).

You should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately if you have any doubts about the Offer.

If you wish to accept the Offer, you should complete and sign the accompanying Form of Acceptance and Transfer in accordance to the instructions contained therein. Please refer to Sections 1 and 2 of Appendix II of this Offer Document for the procedures for acceptance and method of settlement of the Offer. Special instructions for Non-resident Holders for acceptance of the Offer are also set out in Section 3 of Appendix II of this Offer Document. If you have any enquiries, you may contact the Share Registrar for assistance, of which the Share Registrar's details are set out in Section 1.9 of Appendix II of this Offer Document.

You do not need to take any action should you decide not to accept the Offer.

2. TERMS AND CONDITIONS OF THE OFFER

The principal terms and conditions of the Offer, unless otherwise directed or permitted by the SC to be varied, are as follows:-

2.1 Consideration for the Offer

The consideration for the Offer is RM0.84 per Offer Share which shall be satisfied wholly in cash in accordance with the method of settlement as stated in Section 2.4 of this Offer Document.

Notwithstanding the above, if PRB declares, makes and/or pays any Distribution to the Holders on or after the date of the Notice, but prior to the Closing Date and the Holders are entitled to retain such Distribution, the Offer Price shall be reduced by an amount equivalent to the net Distribution per Offer Share of which such Holders are entitled to retain. For avoidance of doubt, no adjustment shall be made to the Offer Price in the event that the entitlement date for the Distribution is after the Closing Date.

As at LPD, the Offeree has not announced any declaration or payment of Distribution subsequent to the date of the Notice but before the Posting Date.

Holders may accept the Offer in respect of all or any part of their Offer Shares. They may not accept the Offer in excess of their respective holdings of the Offer Shares. The Offeror will not pay fractions of a sen to the Accepting Holders. Hence, where applicable, the cash consideration payable to the Accepting Holders in respect of the valid acceptances of the Offer will be rounded down to the nearest whole sen.

The Offer Price represents the price paid by the Offeror and his PAC for the Share Acquisitions. The Offeror and his PAC have not acquired any PRB Shares above the Offer Price within the 6 months prior to the commencement of the offer period. Accordingly, the Offer Price is in compliance with subparagraph 6.03(1) of the Rules.

2.2 Conditions of the Offer

The Offer is not conditional upon any minimum level of acceptances of the Offer Shares as the Offeror and his PAC already hold more than 50% of the voting shares or voting rights of the Offeree upon completion of the Share Acquisitions.

2.3 Duration of the Offer

The Offer will remain open for acceptances until 5.00 p.m. (Malaysian time) on Friday, 5 June 2026, being the First Closing Date, unless extended or revised by the Offeror in accordance with the Rules and the terms and conditions as set out in Section 2 and Appendix I of this Offer Document. Any such extension or revision will be announced by Malacca Securities, on behalf of the Offeror, at least 2 days before the Closing Date. Such announcement will state the next Closing Date and where required by the Rules, notice(s) of any such extension or revision will be posted to the Holders accordingly.

Please refer to Section 2 of Appendix I of this Offer Document for further details on the duration of the Offer.

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2.4 Method of settlement

Except with the consent of the SC, which would only be granted in certain circumstances in which all Holders are to be treated similarly, and save for the Offeror's right to reduce the Offer Price as set out in Section 2.1 of this Offer Document, the Offeror will settle the consideration in full in accordance with the terms and conditions of the Offer as set out in Section 2 and Appendix I of this Offer Document, without regard to any lien, right of set-off, counter claim or other analogous rights to which the Offeror may be entitled against the Accepting Holders. However, this is without prejudice to the Offeror's right to make any claim against any Accepting Holders after such full settlement in respect of a breach of any of the warranties set out in Section 1 of Appendix I of this Offer Document.

Where there are Valid Acceptance(s), the settlement for the Offer Shares to which such acceptance(s) relate will be effected via:-

(i) remittance into the Accepting Holders' bank account, if the Accepting Holders have registered their bank account with Bursa Depository for the purposes of cash dividend/distribution ("Bank Account Details"); or

(ii) otherwise, remittance in the form of cheque(s), banker's draft(s) and/or cashier's order(s) which will be posted by ordinary mail to the Accepting Holders (or their designated agents, as they may direct) at their registered Malaysian addresses last maintained with Bursa Depository, at their own risk,

within 10 days from the date of such Valid Acceptances. This is provided that all such acceptances are deemed by the Offeror to be valid and complete in all respects in accordance with the terms and conditions as set out in Section 2 and Appendix I of this Offer Document.

Accepting Holders are strongly encouraged to register and/or update their Bank Account Details with Bursa Depository in order to receive the consideration for the Offer Shares in their bank accounts.

Non-Resident Holders are advised that the settlement for the acceptances of the Offer will be made in RM. Non-Resident Holders who wish to convert the consideration received by them into foreign currency for repatriation may do so after payment of the appropriate fee and/or charges as levied by the respective financial institutions.

2.5 Other terms and conditions and procedures for acceptance

Please refer to Appendix I of this Offer Document for other terms and conditions of the Offer and Sections 1 and 2 of Appendix II of this Offer Document for details on the procedures for acceptance and method of settlement of the Offer.

All enquiries concerning the procedures for acceptance of the Offer can be addressed to the Share Registrar at the address, email address or contact numbers stated in Section 1.9 of Appendix II of this Offer Document.

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RATIONALE FOR THE OFFER

On 24 April 2026, the Offeror acquired 17,390,588 PRB Shares pursuant to the GKX Share Acquisition, representing approximately 35.86% equity interest in PRB. PRB is an investment holding company, through its subsidiaries, the Group is principally involved in retailing in computers and related accessories, restaurant operator as well as distributor of food and beverages ingredients and franchisor of restaurant operation.

PRB Group retains ownership of established food and beverages ("F&B") brands, including Papparich, a casual restaurant offering Malaysian cuisine such as nasi lemak and curry laksa, supported by a central kitchen and distribution warehouse as well as Bhai Jim Jum, a Thai street food restaurant specialising in "Tom Yum" hotpot. The Group currently operates a combination of franchise and corporate-owned outlets, providing an existing platform for scalable growth.

Despite recording losses for the last 6 consecutive financial years ended 30 June 2020 to 30 June 2025, the Group's prolonged weak financial performance has been largely driven by external and operational challenges rather than structural limitations of its core assets. The Group's IT-related products division has been adversely affected by intense competition and aggressive discounts practices amidst declining consumer demand, while its F&B division has faced increasing competition pressure by the entry of new domestic and international brand operators, which has intensified competition for market share. In addition, the rapid changes in product offerings have posed challenges to the Group's procurement and inventory management. Based on the foregoing, PRB Group's earnings visibility is expected to remain challenging moving forward as it continues to operate in a highly competitive environment marked by aggressive pricing strategies and cautious consumer demand.

Notwithstanding the above, the Offeror sees opportunity to unlock value through the revitalisation and repositioning of PRB Group's F&B division by leveraging his strategic, operational and financial capabilities. In this respect, the Offeror intends to appoint suitable individuals with the relevant experience in F&B operations to revamp and spearhead the PRB Group's F&B operations. Together with PRB's management, the Offeror intends to enhance operational efficiencies, strengthen brand positioning and execute a structured expansion plan to restore the brands to their growth trajectory. As part of this process, the Offeror may consider various strategies, including, inter alia, introduction of new business lines, potential collaborations (such as joint ventures) and acquisitions of relevant businesses or assets. These initiatives, if implemented, are intended to enhance the overall financial performance of PRB Group. Please refer to Section 5 of this Offer Document for further details on the future plans of the Offeror.

Further to the above, the Offer was made by the Offeror pursuant to subsection 218(2) of the CMSA and subparagraph 4.01(a) of the Rules as a result of the aggregate shareholdings of the Offeror and his PAC in PRB increasing from nil to approximately 63.86% of the issued share capital of PRB, enabling the Offeror to have majority control of PRB Group following the Share Acquisitions.

The Offer also provides the Holders with an opportunity to realise their investment at the cash Offer Price while also enabling the Offeror to potentially increase its shareholding in PRB following the Share Acquisitions.

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4. LISTING STATUS OF THE OFFEREE, COMPULSORY ACQUISITION AND RIGHTS OF DISSENTING HOLDERS

4.1 Listing status of PRB

In compliance with the public spread requirement pursuant to Rule 8.02(1) of the Listing Requirements, PRB must ensure that at least 25% of its total listed shares (excluding treasury shares) are in the hands of public shareholders. Bursa Securities may accept a percentage lower than 25% of the total number of listed shares (excluding treasury shares) if it is satisfied that such lower percentage is sufficient for a liquid market of such shares.

A listed issuer which fails to maintain the Public Spread Requirement may request for an extension of time to rectify the situation in the manner as may be prescribed by Bursa Securities. If Bursa Securities does not grant an extension of time to rectify the Public Spread Requirement, it may take or impose any type of action or penalty pursuant to Rule 16.19 of the Listing Requirements and may, at its discretion, suspend trading in securities of the listed issuer pursuant to Rule 16.02(1) of the Listing Requirements. However, the non-compliance of the Public Spread Requirement will not automatically result in delisting of PRB from the list specifying all securities on the ACE Market of Bursa Securities.

Pursuant to Rule 9.19(48) of the Listing Requirements, in relation to the take-over offer for the acquisition of the listed shares of a listed issuer pursuant to the Rules, upon 90% or more of the listed shares (excluding treasury shares) of the listed issuer being held by a shareholder either individually or jointly with its associates, an immediate announcement must be made by the listed issuer. Upon such announcement and where the offeror has announced that it intends to maintain the listing status of the listed issuer, Bursa Securities will pursuant to Rule 16.02(2) of the Listing Requirements, suspend trading of the listed issuer's securities upon the expiry of 30 Market Days from the date of immediate announcement. Bursa Securities will only uplift the suspension upon full compliance with the Public Spread Requirement or as Bursa Securities may determine.

The Offeror intends to maintain the listing status of PRB on the ACE Market of Bursa Securities.

In the event that PRB does not comply with the Public Spread Requirement as a result of the Offer, the Offeror will work together with PRB to explore various options or proposals within 3 months from the Closing Date or such timeframe as allowed by the relevant authorities to rectify the shortfall in the required shareholding spread. As at LPD, no arrangements on the above have been made.

Any action taken to address the Public Spread Requirement may require the approvals of the relevant authorities and/or the approval of the shareholders of PRB. The actual course of action to be taken will depend on, amongst others, the circumstances as well as the prevailing market conditions at the relevant time.

Holders should note that while the Offeror will work together with PRB to attempt to rectify any shortfall in the Public Spread Requirement of PRB, there can be no assurance that the Public Spread Requirement of PRB can be rectified within the stipulated time frame. In the event that PRB does not meet the Public Spread Requirement within the stipulated time frame, the Offeror and/or PRB may seek an extension of time from the authorities. However, Bursa Securities reserves the absolute right to grant an extension or to reject the said application.

For avoidance of doubt, any decision to rectify the shortfall in the public shareholding spread of PRB will be subject to the Offeror and his person(s) acting in concert retaining a collective equity interest of more than 50% in PRB. For information purposes, there are no outstanding convertibles in PRB.

4.2 Compulsory Acquisition

Subject to section 224 of the CMSA, subsection 222(1) of the CMSA provides that where an offeror:-

(i) has made a take-over offer for all the shares or all the shares in any particular class in an offeree; and
(ii) has received acceptances of not less than nine-tenths in the nominal value(a) of the offer shares,

Note:

(a) Section 74 of the Act stipulates that all shares issued before or upon the commencement of the Act shall have no par or nominal value. Accordingly, the "nominal value" in this context shall refer to the number of shares instead.

the offeror may, within 4 months of the date of the take-over offer, acquire the remaining shares or remaining shares in any particular class in the offeree, by issuing a notice in the form or manner specified by the SC to such effect, to all dissenting holders provided that the notice:-

(i) is issued within 2 months from the date of achieving the conditions under paragraphs 222(1)(a) and 222(1)(b) of the CMSA; and
(ii) is accompanied by a copy of a statutory declaration by the offeror that the conditions for the giving of the notice are satisfied.

Subsection 222(1A) of the CMSA provides that for the purpose of paragraph 222(1)(b) of the CMSA, the acceptances shall not include shares already held at the date of the take-over offer by the offeror or person(s) acting in concert with the offeror.

The Offeror does not intend to invoke the provisions of subsection 222(1) of the CMSA to compulsorily acquire any remaining Offer Shares for which valid acceptances have not been received prior to the Closing Date even if the conditions stipulated in subsection 222(1) of the CMSA are fulfilled.

4.3 Rights of Dissenting Holders

Notwithstanding the above, subject to section 224 of the CMSA, section 223 of the CMSA provides that if the Offeror receives Valid Acceptances from the Holders resulting in the Offeror and person(s) acting in concert with him holding not less than nine-tenths in the nominal value of all PRB Shares (including the PRB Shares that are already held by the Offeror and person(s) acting in concert with him) on or before the Closing Date, a Dissenting Holder may exercise his/her/its rights under subsection 223(1) of the CMSA within a period to be specified by the Offeror which shall be no less than 3 months after the Closing Date, by serving a notice on the Offeror to require the Offeror to acquire his/her/its Offer Shares on the same terms as set out in the Offer Document or such other terms as may be agreed between the Offeror and such Dissenting Holder.

If a Dissenting Holder invokes the provisions of subsection 223(1) of the CMSA, the Offeror shall acquire such Offer Shares in accordance with the provisions of the CMSA, subject to the provisions of section 224 of the CMSA. In accordance with subsection 224(3) of the CMSA, when a Dissenting Holder exercises his/her/its rights under subsection 223(1) of the CMSA, the court may, on an application made by such Dissenting Holder or by the Offeror, order that the terms on which the Offeror shall acquire such Offer Shares shall be as the court thinks fit.

Within 1 month of the time that the Offeror and person(s) acting in concert with him have acquired not less than nine-tenths in the value of all the shares in PRB, including PRB Shares acquired via receipt of valid acceptances from the Holders, on or before the Closing Date, subsection 223(2) of the CMSA requires the Offeror to give the Dissenting Holders a notice in the manner specified by the SC of the rights exercisable by the Dissenting Holders under subsection 223(1) of the CMSA.

The aforementioned notice to the Dissenting Holders under subsection 223(2) of the CMSA may specify the period for the exercise of the rights of the Dissenting Holders and in any event, such period shall not be less than 3 months after the Closing Date.

5. FUTURE PLANS FOR PRB GROUP AND ITS EMPLOYEES

The intention of the Offeror with respect to the future plans for PRB Group and its employees is as follows:

5.1 Continuation of PRB Group's business

The Offeror intends to continue the existing business of PRB Group and does not have any plan or intention to liquidate PRB and/or its subsidiaries.

Nevertheless, the Offeror may from time to time review PRB Group's businesses and operations of PRB Group and make such arrangements, rationalisation and reorganisation that is suitable to remain competitive and improve the prospects of PRB Group, including seeking acquisition of new business to complement or diversify PRB Group's business. The Offeror and his PAC believe that their strategic, operational and financial capabilities will help to improve the business of PRB Group whereby they are able to identify business opportunities to improve the business and earnings of PRB Group.

The Offeror intends, together with PRB's management, to enhance operational efficiencies, strengthen brand positioning and execute a structured expansion plan to restore the brands particularly the F&B division. As part of this process, the Offeror may consider various strategies, including, inter alia, introduction of new business lines, potential collaborations (such as joint ventures) and acquisitions of relevant businesses or assets. These initiatives, if implemented, are intended to enhance the overall financial performance of PRB Group.

5.2 Major changes to PRB Group's business

The Offeror does not have plans/intention to introduce any major change to the existing core businesses of PRB Group, liquidate any of the companies within PRB Group (save for dormant or inactive companies), dispose of any assets or undertake any redeployment of the fixed assets of PRB Group.

As highlighted in Section 5.1 of this Offer Document, the Offeror intends to enhance operational efficiencies and strengthen brand positioning of PRB, accordingly, the Offeror may from time to time review strategic options with regards to the businesses or assets of PRB Group and where appropriate, undertake such changes, reorganisation, disposal and/or redeployment as part of the process to rationalise the business activities or direction of PRB Group, including any introduction of new business lines, expansion activities via potential collaborations (such as joint ventures) and acquisitions of relevant businesses or assets, diversification, divestment of non-core businesses or monetisation of assets, or to improve the use of resources of PRB Group, with a view that PRB Group remains competitive, sustainable or viable in the industry and to improve the prospects and growth of PRB Group.

For information purposes, the Offeror is currently not a director of PRB and does not have any nominees on the Board. Nonetheless, the Offeror has intention to have himself and/or his representative to be appointed on the Board. Apart from such appointment, the Offeror has not decided on the number and persons to be nominated as a director on the Board. Any appointment of directors or resignation of directors, if any, will be made in compliance with paragraph 15.01 and paragraph 15.02 of the Rules and all relevant guidelines. As at LPD, none of the directors of PRB have decided to stay or resign as director of PRB.

As at LPD, the Offeror and his PAC have not entered into any negotiations, arrangement or understanding with any third party with regards to any significant change in the business, assets or shareholding structure of PRB Group.

5.3 Employees of PRB Group

The Offeror has no plans to dismiss or make redundant the existing employees of PRB Group as a consequence of the Offer. Nevertheless, the Offeror may from time to time introduce constructive measures to improve the efficiency of operations and to optimise the human resources requirements of PRB Group, which may lead to rationalisation of staff employment and/or streamlining of the business activities of PRB Group's business operations. Any such action taken involving employees will be carried out in accordance with the relevant legislation and the terms of employment of the employees concerned.

6. FINANCIAL RESOURCES OF THE OFFEROR

The Offeror confirms that it has sufficient financial resources to satisfy full acceptance of the Offer. The Offeror also confirms that the Offer will not fail due to insufficient financial capability and that every Holder who wishes to accept the Offer will be paid in full by cash.

Malacca Securities being the Principal Adviser to the Offeror in respect of the Offer confirms that the Offeror has sufficient financial resources to satisfy full acceptance of the Offer. Malacca Securities also confirms that the Offer will not fail due to insufficient financial capability and that every Holder who wishes to accept the Offer will be paid in full by cash.

For avoidance of doubt, the Offer will not be extended to the PAC.

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FINANCIAL CONSIDERATIONS

The Offer Price represents the price paid by GKX and YGF for the Share Acquisitions, which was arrived at on a willing buyer willing seller basis and represents a negotiated price agreed by the transacting parties, after taking into consideration, amongst others, historical and prevailing market prices of PRB Shares as set out in Sections 7.1 and 7.2 of this Offer Document and the relevant valuation multiples of PRB Shares as set out in Section 7.3 of this Offer Document.

As a result of the Share Acquisitions, the Offeror is extending the Offer to the Holders at the Offer Price of RM0.84 per Offer Share, being the highest price paid by the Offeror and his PAC for PRB Shares within 6 months prior to the commencement of the Offer Period and up to the LPD in accordance with subparagraph 6.03(1) of the Rules.

As at the LPD, the Offeror and his PAC do not have any and have not made any arrangements with the Vendor or any Holders and have not dealt or entered into arrangements to deal or make purchase or sale of PRB Shares, or entered into arrangements concerning acceptance of the Offer, either during the Offer Period or when the Offer is reasonably in contemplation or for 6 months after the Closing Date, where such arrangements have favourable conditions which are not to be extended to all the shareholders of PRB, in accordance with paragraph 18.01 of the Rules.

Holders are advised to consider, amongst others, the recommendation of the Independent Adviser contained in the Independent Advice Circular which will be despatched to Holders within 10 days from the Posting Date or no later than 25 May 2026 and the financial considerations set out below before making decision on the Offer.

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7.1 Historical market prices

The Offer Price represents a premium/(discount) to the following market prices of PRB Shares:-

| | Share price
(RM) | Premium
(RM) | (%) |
| --- | --- | --- | --- |
| In relation to the Notice:- | | | |
| - Last trading price as at the LFTD | 0.8150 | 0.0250 | 3.07 |
| VWAMP of PRB Shares up to and including the LFTD | | | |
| - 5-day | 0.8051 | 0.0349 | 4.33 |
| - 1-month | 0.7893 | 0.0507 | 6.42 |
| - 3-month | 0.8100 | 0.0300 | 3.70 |
| - 6-month | 0.7856 | 0.0544 | 6.92 |
| - 1-year | 0.7153 | 0.1247 | 17.43 |
| | Share price
(RM) | (Discount)/ Premium
(RM) | (%) |
| In relation to this Offer Document:- | | | |
| - Last trading price as at the LPD | 0.8450 | (0.0050) | (0.59) |
| VWAMP of PRB Shares up to and including the LPD | | | |
| - 5-day | 0.8507 | (0.0107) | (1.26) |
| - 1-month | 0.8267 | 0.0133 | 1.61 |
| - 3-month | 0.8215 | 0.0185 | 2.25 |
| - 6-month | 0.7948 | 0.0452 | 5.69 |
| - 1-year | 0.7335 | 0.1065 | 14.52 |

(Source: Bloomberg)

Based on the above, the Offer Price represents:-

(i) a premium ranging from 3.07% to 17.43% over the last trading price of PRB Shares as at the LFTD, the 5-day, 1-month, 3-month, 6-month and 1-year VWAMPs of PRB Shares up to and including the LFTD; and

(ii) a discount ranging from 0.59% to 1.26% over the last trading price of PRB Shares as at the LPD and the 5-day VWAMPs of PRB Shares up to and including the LPD and a premium ranging from 1.61% to 14.52% over the last trading price of PRB Shares for the 1-month, 3-month, 6-month and 1-year VWAMPs of PRB Shares up to and including the LPD.

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For illustration purposes, the historical closing market price and volume of PRB Shares traded for the past 1 year up to the LPD are as follows:-

(Source: Bloomberg)

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7.2 Highest and lowest prices

The monthly highest and lowest closing market prices of PRB Shares, as traded on the ACE Market of Bursa Securities for the 6 months period prior to the commencement of the Offer Period up to the LPD, are as follows:

	High	Low	Closing price as at the last Market Day of the month
	RM	RM	RM
2025
- November	0.6900	0.6450	0.6500
- December	0.7900	0.5800	0.7150
2026
- January	0.8500	0.7000	0.7800
- February	0.8400	0.7750	0.8250
- March	0.8400	0.6000	0.7850
- April	0.8450	0.7400	0.8450
- May (up to LPD)	0.8450	0.8400	0.8450

(Source: Bloomberg)

The highest closing market price during the period commencing 6-months preceding the Offer Period and up to the LPD for PRB Shares was RM0.85, which was transacted on 20 January 2026.

The lowest closing market price during the period commencing 6-months preceding the Offer Period and up to the LPD for PRB Shares was RM0.58, which was transacted on 11 December 2025.

7.3 Earnings and NA

The Offer Price represents the following P/E Multiple and P/B Multiple:-

	Loss per Share(a)	NA per Share(a)	P/E Multiple	P/B Multiple
	sen	RM	times	times
Based on the audited consolidated financial statements of PRB as at 30 June 2025	(3.67)	0.28	-(b)	3.00
Based on the unaudited consolidated financial statements of PRB as at 31 December 2025	(2.46)	0.26	-(b)	3.23

Notes:

(a) Based on 48,500,000 issued Shares as at LPD.
(b) The P/E Multiple is not meaningful as PRB Group recorded losses in FYE 30 June 2025 and FPE 31 December 2025.

INFORMATION ON THE OFFEROR AND HIS PAC

8.1 Offeror

GKX, a Malaysian male, aged 49, obtained his Bachelor in Chemical Engineering from Michigan Technology University, Michigan, United States in 1998. He is a director of ProWealth Management Holding Ltd, an investment holding company incorporated in the British Virgin Islands. On 31 October 2025, ProWealth Management Holding Ltd emerged as a substantial shareholder in Mega Fortris Berhad through the acquisition of a 25.99% stake in Mega Fortris Global Pte Ltd, which holds 65.00% of Mega Fortris Berhad. Mega Fortris Berhad is principally involved in design and manufacturing of security seals and trading of related products and services.

GKX started his career in 1998. He worked as a process engineer in few companies i.e. UMW Toyota Motor Sdn Bhd, Nitto Denko Materials (Malaysia) Sdn Bhd, Starlite Electrical Industries Sdn. Bhd. and ON Semiconductor Malaysia between 1998 to 2009, where he was involved in process engineering and manufacturing support, production planning and operations. Then, he was on a career break.

In 2011, he decided to start his own business and relocate himself to Taiwan and set up a company in Taiwan i.e. Neutec Limited where he has been the General Manager and shareholder up to LPD.

GKX is a businessman with more than 10 years' experience in information technology, software and network industry in Taiwan and Malaysia. Besides, he also invested in few companies, amongst others, Macro Success Sdn Bhd, whereby he is a shareholder together with YGF and another shareholder.

As at LPD, he also holds directorships and shareholdings in several other private companies such as Neutec Technology Sdn Bhd, a company involved in software development, in which he is a director and Macro Success Sdn Bhd, a licensed money lending company, in which he is a shareholder.

As at LPD, GKX has a direct shareholding of 17,390,588 PRB Shares representing approximately 35.86% of the total issued shares in PRB. Save for his indirect equity interest in Mega Fortris Berhad and PRB as mentioned above, GKX does not hold any directorships or substantial shareholdings in any other public listed companies in Malaysia, as at LPD.

Please refer to Appendix III of this Offer Document for further information on the Offeror.

8.2 PAC

8.2.1 YGF

YGF, a Malaysian male, aged 51. He is a director of Foong Yen Capital Sdn Bhd, a company principally involved in licensed money lending activities.

After graduated from high school in Alor Setar, Kedah in 1993, he then began his career in Nichias FGS Sdn Bhd where he was assisting in construction, renovation and electrical wiring works. In 1998, he left Nichias FGS Sdn Bhd and joined Perusahaan Otomobil Kedua Sdn. Bhd. ("Perodua") as a sales executive, where he was involved in automotive sales and customer relationship management.

In 2003, he left Perodua and joined Foong Yen Capital Sdn Bhd and became a director since year 2008.

He has also invested in several companies, including amongst others, Macro Success Sdn Bhd, a licensed money lending company in Malaysia, whereby he is a shareholder together with GKX and another shareholder.

As at the LPD, he also holds directorships and shareholdings in several other private companies.

As at LPD, YGF has a direct shareholding of 13,580,000 PRB Shares representing approximately 28.00% of the total issued shares in PRB. Save for his equity interest in PRB, YGF does not hold any directorships or substantial shareholdings in any other public listed companies in Malaysia, as at LPD.

9. RESPONSIBILITY STATEMENT

This Offer Document has been reviewed and approved by the Offeror, who accepts full responsibility for the accuracy of the information contained in this Offer Document and confirms that he has taken reasonable care to ensure the facts stated and opinions expressed in this Offer Document are fair and accurate and that no material facts have been omitted. The Offeror also confirms that, after having made all reasonable enquiries, that to the best of his knowledge and belief, opinions expressed in this Offer Document have been arrived at after due and careful consideration and there are no false or misleading statements or other material facts not contained in this Offer Document and the omission of which would make any statement in this Offer Document false or misleading.

Information relating to PRB in this Offer Document has been extracted from Bursa Securities' website, other publicly available sources and/or provided by the management of PRB. Therefore, the responsibilities of the Offeror are restricted and limited to the accurate reproduction of such information in this Offer Document.

Malacca Securities acknowledges that, based on all available information and to the best of its knowledge and belief, this Offer Document constitutes a full and true disclosure of all material facts concerning the Offer.

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FURTHER INFORMATION

For further information, your attention is drawn to the appendices of this Offer Document that form part of this Offer Document.

YOU SHOULD CONSIDER THE CONTENTS OF THIS OFFER DOCUMENT IN ITS ENTIRETY AS WELL AS THE INDEPENDENT ADVICE CIRCULAR TO BE ISSUED AND THE RECOMMENDATION IN THE INDEPENDENT ADVICE CIRCULAR BEFORE DECIDING WHETHER TO ACCEPT OR REJECT THE OFFER.

IF YOU INTEND TO ACCEPT THE OFFER, YOU SHOULD COMPLETE AND SIGN THE ACCOMPANYING FORM OF ACCEPTANCE AND TRANSFER ACCORDING TO ITS INSTRUCTIONS. SPECIFIC INSTRUCTIONS FOR NON-RESIDENT HOLDERS ON ACCEPTING THE OFFER ARE SET OUT IN SECTION 3 OF APPENDIX II OF THIS OFFER DOCUMENT.

YOU DO NOT NEED TO TAKE ANY ACTION IF YOU DECIDE NOT TO ACCEPT THE OFFER.

Yours faithfully,
For and on behalf of
MALACCA SECURITIES SDN BHD

LAW KIM FATT
Co-Head
Corporate Finance

KOH CHONG WOOI
Senior Vice President
Corporate Finance

APPENDIX I – OTHER TERMS AND CONDITIONS OF THE OFFER

The other terms and conditions of the Offer, which are in compliance with the Rules, unless otherwise directed or permitted to be varied by the SC, are as follows:-

WARRANTIES

The Offer Shares to be acquired by the Offeror are subject to receipt of Valid Acceptances by Holders. The Valid Acceptances will be deemed to constitute an irrevocable and unconditional warranty by the Accepting Holders that the Offer Shares, to which such acceptances relate, are sold:-

(i) free from all moratoriums, claims, charges, liens, pledges, encumbrances, options, rights of pre-emption, power of sale, hypothecation, retention of title, rights of refusal, third party rights, equity and other security interest from the date of Valid Acceptances; and

(ii) with all rights, benefits and entitlements attached thereto, including the right to all Distributions declared, made or paid on or after the date of the Notice, subject to the adjustments referred to in Section 2.1 of this Offer Document.

DURATION OF THE OFFER

2.1 Original duration

The Offer will remain open for acceptances until 5.00 p.m. (Malaysian time) on Friday, 5 June 2026, being the First Closing Date, or such other later date(s) as Malacca Securities may announce on behalf of the Offeror, at least 2 days before the Closing Date, unless the Offeror withdraws the Offer with the SC's prior written approval and in such event, every person shall be released from any obligation arising from the Offer.

2.2 Revision of the Offer

If the Offer is revised, the Offeror shall announce such revision together with the revised Offer Price and, where applicable, the price paid or agreed to be paid and the number of Offer Shares purchased or agreed to be purchased, which led to the revision. Where any of the terms of the Offer are revised, Holders who have previously accepted the Offer shall also be entitled to receive the revised consideration that is to be paid or provided for the acceptance.

If the Offer is revised after the Posting Date, it will remain open for acceptances for a period of at least 14 days from the date of posting of the written notification of the revision to the Holders. Where any of the terms of the Offer are revised, such terms of the revised Offer will be made available to the Holders who had previously accepted the Offer.

The Offeror shall not revise the Offer after Tuesday, 30 June 2026, being the 46th day from the Posting Date or the date that the Offer Document for a competing take-over offer is posted, if any.

2.3 Extension of the Offer

Any extension or revision of the date and time for acceptance of the Offer by the Offeror will be announced by Malacca Securities, on behalf of the Offeror, at least 2 days before the Closing Date. Such announcement will state the next closing date of the Offer. Notices of such extension or revision will be announced and where required by the Rules, will be posted to the Holders accordingly.

APPENDIX I – OTHER TERMS AND CONDITIONS OF THE OFFER (CONT'D)

2.4 Closing of the Offer

As the Offer is not conditional upon any minimum level of acceptances of the Offer Shares, the Closing Date will be no later than Tuesday, 14 July 2026, being the 60th day from the Posting Date.

The Offer will be deemed to be closed before the Closing Date if the Offeror has received acceptances for all the Offer Shares and the Offeror has made an announcement in accordance with Section 5.1 of this Appendix I.

2.5 Competing take-over offer

Where a competing take-over offer is made at any time between the Posting Date and the Closing Date, the Posting Date shall be deemed to be the date that the offer document of the competing take-over offer was posted. If a competing take-over offer continues to exist in the later stages of the Offer Period, the SC will require revised offers to be announced in accordance with an auction procedure, the terms of which will be determined by the SC. Such auction will normally follow the procedure set out in Schedule 4 of the Rules.

3. RIGHTS OF WITHDRAWAL BY AN ACCEPTING HOLDER

3.1 All Valid Acceptances of the Offer by the Accepting Holders SHALL BE IRREVOCABLE as the Offer is not conditional upon any minimum level of acceptances of the Offer Shares. However, an Accepting Holder is entitled to withdraw his/her/its acceptance if the Offeror fails to comply with any of the requirement set out in Section 5.1 of this Appendix I by the close of trading on Bursa Securities on the Market Day following the day on which the Offer is closed, revised or extended, as the case may be.

3.2 Notwithstanding Section 3.1 of this Appendix I, the SC may terminate the above right of withdrawal not less than 8 days from the Offeror complying with the requirements as set out in Section 5.1 of this Appendix I.

3.3 However, the rights of any Accepting Holder who has already withdrawn his/her/its acceptance pursuant to Section 3.1 of this Appendix I shall not be prejudiced by the termination of such right of withdrawal by the SC.

4. WITHDRAWAL OF THE OFFER BY THE OFFEROR

The Offeror may only withdraw the Offer with the prior written consent of the SC. In such event, every person will be released from all obligations incurred under the Offer.

5. ANNOUNCEMENT OF ACCEPTANCES

5.1 The Offeror will inform the SC in writing as well as announce via Bursa LINK or by way of press notice where relevant, before 9.00 a.m. (Malaysian time) on the Relevant Day, the following information:-

(i) the position of the Offer, that is, whether the Offer is closed, revised or extended; and

APPENDIX I – OTHER TERMS AND CONDITIONS OF THE OFFER (CONT'D)

(ii) the total number of Offer Shares:-
(a) for which Valid Acceptances have been received;
(b) held by the Offeror and the PAC as at the Posting Date; and
(c) acquired or agreed to be acquired by the Offeror and the PAC during the Offer Period but after the Posting Date,

and specifying the percentage of the total number of issued PRB Shares represented by these numbers.

5.2 In computing the acceptances of Offer Shares for announcement purposes, the Offeror may include or exclude acceptances which are not in all respects in order or which are subject to verification.

5.3 References to the making of an announcement or the giving of notice by the Offeror shall include:-
(i) the release of an announcement by Malacca Securities, the Offeror or the Offeror's advertising agent(s) to the press; or
(ii) the delivery of or transmission by facsimile or Bursa LINK of an announcement to Bursa Securities.

5.4 An announcement made otherwise than to Bursa Securities shall be notified simultaneously to Bursa Securities, if applicable.

GENERAL

6.1 All communications, notices, documents and payments to be delivered or sent to the Holders or their designated agents will be despatched by ordinary mail to their registered Malaysian addresses last maintained with Bursa Depository at their own risk.

Non-Resident Holders with no registered Malaysian address maintained with Bursa Depository who wish to receive communications, notices and documents in relation to the Offer should ensure that they have their foreign mailing addresses changed to registered Malaysian addresses.

In any event, the Offer Document shall be made available on the website of Bursa Securities upon issuance at:-

https://www.bursamalaysia.com/market_information/announcements/company_announcement?company=0006

Unless the contrary is proven, delivery of any communication, notice, document or payment will be presumed to be effected by properly addressing, prepaying and posting by ordinary mail the communication, notice, document or payment and shall be presumed to have been effected at the time when the document would have been delivered in the ordinary course of the mail.

6.2 The Offer and all acceptances received under the Offer will be construed and governed by the laws of Malaysia. Holders and the Offeror will submit to the exclusive jurisdiction of the courts of Malaysia in respect of any proceedings brought in relation to the Offer.

APPENDIX I – OTHER TERMS AND CONDITIONS OF THE OFFER (CONT'D)

6.3 Holders may accept the Offer in respect of all or any part of their Offer Shares. The acceptance of a Holder shall not exceed his/her/its total holding of Offer Shares, failing which the Offeror has the right to treat such acceptances as completely invalid. Nevertheless, the Offeror also reserves the right to treat any acceptance of a Holder exceeding his/her/its total holding of Offer Shares as valid for and to the extent of his/her/its total holding of Offer Shares.

6.4 The Form of Acceptance and Transfer accompanying the Offer Document will contain the following:-

(i) provisions for the acceptance of the Offer and the transfer of the Offer Shares to the Offeror or its appointed nominee(s) (if any);

(ii) instructions to complete the Form of Acceptance and Transfer; and

(iii) other matters incidental to the acceptance of the Offer and the transfer of the Offer Shares to the Offeror or its appointed nominee(s) (if any).

No acknowledgement of receipt of the Form of Acceptance and Transfer will be issued.

6.5 The Offeror will bear all costs and expenses of or incidental to the preparation and posting of the Offer Document (other than professional fees and other costs relating to the Offer incurred by Offeree). The Offeror will also bear the cost of Malaysian stamp duty and Malaysian transfer fees, if any, resulting from valid acceptances of the Offer.

Accepting Holders will, however, bear all costs and expenses incidental to their acceptance of the Offer (other than the aforesaid costs, expenses, stamp duties and transfer fees to be borne by the Offeror), such as postage fee, if any.

For the avoidance of doubt, the Offeror will not bear the payment of any and all transfer fees, taxes, duties, costs, expenses or other requisite payments due in a jurisdiction outside Malaysia or the payment of any levy for the repatriation of capital or income tax.

6.6 Any accidental omission to despatch the Offer Document and the Form of Acceptance and Transfer to any Holder shall not invalidate the Offer in any way.

PURCHASES IN THE OPEN MARKET

If the Offeror and/or any of his PAC purchase or agree to purchase any of the Offer Shares during the Offer Period at a consideration that is higher than the Offer Price, the Offeror shall increase the consideration for the Offer to be not less than the highest price (excluding brokerage and other incidental cost) paid or agreed to be paid by the Offeror and/or any of his PAC for the Offer Shares during the Offer Period.

In the event the Offeror increases the consideration for the Offer Shares, Holders who have accepted the Offer prior to the revision of the Offer Price will be entitled to receive the revised Offer Price in cash.

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APPENDIX II – PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT

1. PROCEDURES FOR ACCEPTANCE

1.1 Sections 1.1(i) to 1.1(iii) of this Appendix II set out the steps required to be taken by you (either individuals or corporations) to accept the Offer. Sections 1.2 to 1.10 of this Appendix provide other general information in relation to the acceptance of the Offer.

(i) Step 1: Obtain Transfer Documents

(a) The Form of Acceptance and Transfer is enclosed with this Offer Document. You can also obtain a copy from the Share Registrar, whose contact details are set out in Section 1.9 of this Appendix II or you may also download the Form of Acceptance and Transfer from the following website of Bursa Securities at www.bursamalaysia.com.

(b) Obtain the Bursa Depository Transfer Form from your ADA/ADM or download it at:-
https://www.bursamalaysia.com/sites/5d809dcf39fba22790cad230/assets/661160eccd34aa604e3e1388/Transfer_of_Securities_Request_FTF010_20240327_for_website_.pdf

Kindly check with your ADA/ADM how the form may be submitted including any applicable fees or charges in respect of the submission.

(ii) Step 2: Complete the transfer documents

Offer Shares already credited into your CDS account

Complete and sign the Form of Acceptance and Transfer (b).

Complete and sign the Bursa Depository Transfer Form according to the instructions printed on the reverse side of the Bursa Depository Transfer Form.

Offer Shares purchased on or before the Closing Date but not yet credited into your CDS account as at the Closing Date(a)

(i) Complete and sign the Form of Acceptance and Transfer (b).

Notes:-

(a) If you have purchased the Offer Shares on or before the Closing Date but the Offer Shares have yet to be credited into your CDS account as at the Closing Date, please obtain the contract note for the Offer Shares from your ADA/ADM as evidence of your beneficial ownership to the Offer Shares as at the Closing Date. You will need to forward the contract note for the Offer Shares to the Share Registrar by post or by hand at the address or via email address as set out in Section 1.9 of this Appendix II and follow the procedures set out in Section 1.1(iii) of this Appendix II if you wish to accept the Offer.

(b) If you are a corporation, you must affix your common seal which must be witnessed in accordance with your Constitution or other applicable regulations and signed on your behalf by an authorised officer(s) or attorney(s).

APPENDIX II - PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT (CONT'D)

(iii) Step 3: Lodging of Transfer Documents

Offer Shares already credited into your CDS account

(i) Lodge the completed and signed Bursa Depository Transfer Form with your ADA/ADM on any Market Day prior to the Closing Date. The transfer request shall be submitted by 3.30 p.m. (Malaysian time) to effect the transfer on the same Market Day provided that the request for the transfer is in compliance with the directions and Rules of Bursa Depository.

(ii) Send the following to the Share Registrar at the address or email address shown in Section 1.9 of this Appendix II, by 5.00 p.m. on the Closing Date:-

(aa) the completed and signed Form of Acceptance and Transfer; and
(bb) the Depositor's Copy of the Bursa Depository Transfer Form duly verified and acknowledged by your ADA/ADM.

Alternatively, you can submit the Form of Acceptance and Transfer to the Share Registrar via electronic submission at its website at: https://investor.boardroomlimited.com. Please refer to the instructions in Step 3A below on how to submit the documents electronically via e-Form of Acceptance and Transfer via BSIP Online.

Offer Shares purchased on or before the Closing Date but not yet credited into your CDS account as at the Closing Date

(i) Lodge the completed and signed Form of Acceptance and Transfer and the contract note for the Offer Shares as evidence of beneficial ownership with the Share Registrar at the address or email address shown in Section 1.9 of this Appendix II by 5.00 p.m. (Malaysian time) on the Closing Date.

(ii) Once the Offer Shares have been credited into your CDS account, complete and sign the Bursa Depository Transfer Form according to the instructions printed on the reverse side of the form(a) and lodge the completed and signed Bursa Depository Transfer Form with your ADA/ADM on any Market Day. The transfer request shall be submitted by 3.30 p.m. (Malaysian time) to effect the transfer on the same Market Day provided that the request for the transfer is in compliance with the directions and Rules of Bursa Depository.

(iii) Send the Depositor's Copy of the Bursa Depository Transfer Form, duly verified and acknowledged by your ADA/ADM to the Share Registrar at the address or email address shown in Section 1.9 of this Appendix II so as to arrive within 7 days from the Closing Date.

The Offeror has the right to treat your acceptance as invalid if the Depositor's copy of the Bursa Depository Transfer Form is not received by the Share Registrar within 7 days from the Closing Date.

Note:

(a) You are advised to consult your ADA/ADM or stockbroker before completing and signing the Bursa Depository Transfer Form to ensure completeness of information required as well as to ensure that your transfer request can be properly facilitated.

APPENDIX II – PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT (CONT'D)

Step 3A: Lodging of Transfer Documents electronically

(Only applicable if the Offer Shares have already been credited into your CDS account)

The step-by-step procedure to submit Form of Acceptance and Transfer electronically are set out below:

(i) Sign up as a user of BSIP Online

(i) Login to BSIP Online at https://investor.boardroomlimited.com.

(ii) From the BSIP Online webpage, select “Register” to sign up as a new user for BSIP Online.

Please select Account Type:

(iii) In the registration page, fill in all necessary and required information. Upload and attach your/representative’s National Registration Identity Card (NRIC) front and back image. After entering all necessary information, click “Register” (For both Individual Shareholder and Corporate Holder).

For Corporate Holder only:

Please complete the Authorisation Letter and upload with any supporting document(s) (if any).

(iv) You will receive an e-mail from BSIP Online for e-mail address verification. Click on “Verify e-mail address” from the e-mail received to proceed with the registration.

(v) Once your e-mail address is verified, you will be re-directed to BSIP Online for verification of mobile number. Click on “Request one time password (“OTP”) Code” and an OTP code will be sent to the registered mobile number. You will need to enter the OTP Code and click “Enter” to complete the process.

(vi) Once your mobile number is verified, registration of your new BSIP Online account will be pending for final verification.

(vii) An e-mail will be sent to you to inform the approval of your BSIP Online account within 3 business days. Subsequently, you can login at https://investor.boardroomlimited.com with the email address and password filled up by you during registration.

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APPENDIX II – PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT (CONT'D)

(ii) Procedures to submit Form of Acceptance and Transfer

Individual / Corporate / Institutional Registered Shareholders

(a) Login to BSIP Online at https://investor.boardroomlimited.com
(b) Select the "Corporate Exercise" and click "Enter" on GAN KOK XAN TAKE OVER OFFER from the table.
(c) Select the "Submit New Form of Acceptance".
(d) Read and agree to the Terms & Conditions and Declaration and click "Next".
(e) Complete the "Form of Acceptance Details" and review your information and upload the duly executed Transfer of Securities Request Form (FTF010) and click "Proceed to Payment Summary".
(f) Review the payment of handling fee of RM5.00, which will be charged to you, for each e-Form of Acceptance and Transfer.
(g) Review the payment summary information and click "Confirm & Proceed to Pay" to proceed with submission.
(h) Once re-directed to payment gateway, proceed to select your online banking service. You will need to login to your online bank account and proceed to complete the required payment.
(i) Once you have completed the payment, click "Back to Merchant Page" and you will be re-directed back to BSIP Online.
(j) Print the submission report for your record.

Nominees Registered Shareholders

(a) Login to BSIP Online at https://investor.boardroomlimited.com.
(b) Select the "Corporate Exercise" and click "Enter" on GAN KOK XAN TAKE OVER OFFER from the table.
(c) Click on "Submit New Form of Acceptance".
(d) Read and agree to the Terms & Conditions and Declaration and click "Next".
(e) Proceed to download the Excel Template file.
(f) Review the respective CDS Account details and its accepting offer shares, then fill up the total number of accepting offer shares.
(g) Select the Excel Template file together with FTF010 and click "Upload". Click "OK" on the message box "Successfully upload General Offer List".
(h) Review your Form of Accepting List and click "Proceed to Payment Summary".
(i) Review the payment of handling fee of RM5.00, which will be charged to you, for each e-Form of Acceptance and Transfer.

APPENDIX II – PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT (CONT'D)

(j) Review the payment summary information and click “Confirm & Proceed to Pay” to proceed with submission.

(k) Once re-directed to payment gateway, proceed to select your online banking service. You will need to login to your online bank account and proceed to complete the required payment.

(l) Once you have completed the payment, click “Back to Merchant Page” and you will be re-directed back to BSIP Online.

(m) Print the submission report for your record.

1.2 If you intend to accept the Offer and if for any reason your Depositor’s copy of the Bursa Depository Transfer Form duly verified and acknowledged by your ADA/ADM and/or other document(s) of title is/are not readily available or lost, you should nevertheless complete and send the Form of Acceptance and Transfer to the Share Registrar at the address or email address shown in Section 1.9 of this Appendix II by 5.00 p.m. (Malaysian time) on the Closing Date and you should arrange to forward within 7 days from the Closing Date the Depositor’s copy of the Bursa Depository Transfer Form duly verified and acknowledged by your ADA/ADM, the relevant contract note for the Offer Shares and/or other document(s) of title to the Share Registrar.

In such event, the settlement of the consideration in respect of the acceptance of the Offer will not be despatched until the depositor’s copy of the Bursa Depository Transfer Form is duly verified and acknowledged by your ADA/ADM and/or the relevant contract note for the Offer Shares and/or other document(s) of title have been received within the aforesaid period of 7 days and are confirmed to be in order in all respects, failing which the Offeror has the right to treat such acceptance as invalid.

1.3 You do not need to take any action if you decide not to accept the Offer.

1.4 No acknowledgement of the receipt of the Form of Acceptance and Transfer (or the Depositor’s copy of the Bursa Depository Transfer Form, the relevant contract note for the Offer Shares or other document(s) of title) will be issued. All acceptances and accompanying documents sent by post are at your own risk. Proof of time of postage shall not constitute proof of time of receipt by the Share Registrar.

1.5 If you fail to comply with any of the terms or conditions set out in this Appendix II or in the Form of Acceptance and Transfer, the Offeror may, at its discretion, elect to consider whether or not you have accepted the Offer. The decision of the Offeror is final and binding.

1.6 You may obtain additional copies of this Offer Document and the accompanying Form of Acceptance and Transfer from:-

(i) the office of the Share Registrar shown in Section 1.9 of this Appendix II during normal business hours, i.e. from 8.30 a.m. to 5.30 p.m. (Malaysian time), Mondays to Fridays (excluding public holidays) from the Posting Date up to the Closing Date for physical copy; or

(ii) the website of Bursa Securities at https://www.bursamalaysia.com for digital copy.

1.7 You should address all enquiries concerning the acceptance procedures for this Offer to the Share Registrar at the address, email address or contact number stated in Section 1.9 of this Appendix II.

APPENDIX II – PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT (CONT'D)

1.8 Under Section 14(1) of the SICDA, Bursa Securities has prescribed PRB Shares as securities required to be deposited into the CDS account. Therefore, all dealings in the Offer Shares that have been deposited into the CDS account will be carried out in accordance with the SICDA and Rules of Bursa Depository. For Holders whose Offer Shares are held in scrip or certificate form and have not been deposited into CDS account, please contact the Share Registrar at the address, email address or contact number stated in Section 1.9 of this Appendix II.

1.9 The details of the Share Registrar, whose normal business hours are from 8.30 a.m. to 5.30 p.m. (Malaysian time), Mondays to Fridays (excluding public holidays), are as follows:-

Boardroom Share Registrars Sdn. Bhd.
(Registration No. 199601006647 (378993-D))
11th Floor, Menara Symphony
No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13
46200 Petaling Jaya, Selangor
Malaysia
Telephone no. : (603) 7890 4700
Facsimile no. : (603) 7890 4670
Email address : [email protected]

1.10 Invalid acceptances will be returned by ordinary mail at your own risk within 14 days after the Closing Date or, where applicable, within 14 days of receipt of the Depositor's Copy of the Bursa Depository Transfer Form duly verified by your ADA/ADM, the relevant contract note for the Offer Shares and/or other document(s) of title, whichever is later.

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APPENDIX II – PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT (CONT'D)

2. METHOD OF SETTLEMENT

Save for the Offeror’s right to reduce the Offer Price as set out in Section 2.1 of this Offer Document and except with the consent of the SC, which would only be granted in certain circumstances in which all Holders are to be treated similarly, the Offeror will settle the consideration in full in accordance with the terms and conditions of the Offer without regard to any lien, right of set-off, counter claim or other analogous rights to which the Offeror may be entitled against the Accepting Holders. However, this is without prejudice to the Offeror’s right to make any claim against any Accepting Holders after such full settlement in respect of a breach of any of the warranties set out in Section 1 of Appendix I of this Offer Document.

2.1

Where there are Valid Acceptance(s), the settlement for the Offer Shares to which such acceptance(s) relate will be effected via:

(i) remittance into the Accepting Holders’ bank account, if the Accepting Holders have registered their bank account with Bursa Depository for the purposes of cash dividend/distribution (“Bank Account Details”); or

(ii) otherwise, remittance in the form of cheque(s), banker’s draft(s) and/or cashier’s order(s) which will be posted by ordinary mail to the Accepting Holders (or their designated agents, as they may direct) at their registered Malaysian addresses last maintained with Bursa Depository, at their own risk,

within 10 days from the date of Valid Acceptances. This is provided that all such acceptances are deemed by the Offeror to be complete and valid in all respects in accordance with the terms and conditions as set out in the Offer Document.

Accepting Holders are strongly encouraged to register and/or update their Bank Account Details with Bursa Depository in order to receive the consideration for the Offer Shares in their bank accounts.

2.2

Non-Resident Holders are advised that the settlement for the acceptance of the Offer will be made in RM. Non-Resident Holders who wish to convert the consideration received by them into foreign currency for repatriation may do so after payment of the appropriate fee and/or charges as levied by the respective financial institutions.

2.3

Please refer to Appendix I of this Offer Document for further information on the other terms and conditions of the Offer.

3. NON-RESIDENT HOLDER

All references to “you” in this Section 3 are to a Non-resident Holder.

This Offer Document and all documents relating to the Offer have not been (and will not be) sent to Non-resident Holders who do not have an address in Malaysia. If you are a Non-resident Holder and you wish to receive this Offer Document, you may provide an address in Malaysia to the Share Registrar for the Offer for the delivery of this Offer Document. You may also collect this Offer Document from the Share Registrar for the Offer. The Offeror will not make or be bound to make any enquiry as to whether Non-resident Holders have a registered address in Malaysia.

Details of the Share Registrar for the Offer can be found in Section 1.9 of this Appendix II.

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APPENDIX II – PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT (CONT'D)

3.1 Responsibility of a Non-resident Holder

(i) The Offer is being made in Malaysia only. The Offer and this Offer Document, together with the Form of Acceptance and Transfer, have not been made to comply with the laws of any countries or jurisdictions other than the laws of Malaysia. Accordingly, you may not treat this Offer Document, the Form of Acceptance and Transfer and/or any other Offer-related documentation as an invitation or offer to sell securities or participate in the Offer in any jurisdiction other than in Malaysia.

(ii) The making of the Offer to you is subject to and may be affected by the laws of your relevant jurisdiction. You should keep yourself informed of and observe any applicable legal requirements in your relevant jurisdiction.

(iii) If you wish to accept the Offer, you are solely responsible to satisfy yourself as to the full observance of the laws of your relevant jurisdiction and in Malaysia. You are also responsible for obtaining any governmental, exchange control or other consents which may be required, and for complying with the necessary formalities, and legal and regulatory requirements.

(iv) If you wish to accept the Offer, you will be solely responsible for the payment of any transfer fees, taxes, duties or other requisite payments due in such jurisdiction. The Offeror, PAC, Share Registrar and Malacca Securities shall be fully indemnified and held harmless by you for any transfer fees, taxes, duties, costs, expenses or other requisite payments which you may be required to pay.

(v) You should consult your professional advisers in your relevant jurisdiction on compliance with legal and other applicable requirements. Acceptance of the Offer by you shall be deemed to constitute a representation and warranty to the Offeror, PAC, Share Registrar and Malacca Securities that:-

(a) you are in full observance of the laws of your relevant jurisdiction and Malaysia;

(b) you have not received copies or originals of this Offer Document, the Form of Acceptance and Transfer or any other documentation related to the Offer in, into or from a Restricted Jurisdiction;

(c) you have not, in connection with the Offer or the execution or delivery of the Form of Acceptance and Transfer, used, directly or indirectly, the mails or any means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction;

(d) you are accepting the Offer from a Restricted Jurisdiction and in accepting the Offer, you are in full compliance with all necessary formalities and legal requirements of your relevant jurisdiction; and

(e) you would not cause the Offeror, PAC, Share Registrar and Malacca Securities to be in breach of the laws of your relevant jurisdiction.

3.2 Treatment of this Offer Document and/or the Form of Acceptance and Transfer in relation to Non-resident Holder

(i) The release, publication or distribution of this Offer Document, the Form of Acceptance and Transfer and/or any other documentation relating to the Offer in any jurisdiction other than Malaysia may be affected by the laws or regulations of the relevant jurisdiction other than Malaysia. If you wish to accept the Offer, you should observe any applicable legal requirements in your relevant jurisdiction.

APPENDIX II – PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT (CONT'D)

(ii) The Offer is not being extended, and will not be extended directly or indirectly, in or into, or by use of mails or any means or instruments (including, without limitation, electronic mail, facsimile transmission, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within such Restricted Jurisdiction (unless otherwise determined by the Offeror). Accordingly, copies of this Offer Document, Form of Acceptance and Transfer and/or any other documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from such a Restricted Jurisdiction.

(iii) You (including without limitation, your custodians, nominees and trustees) must not, in connection with the Offer, distribute or send this Offer Document, the Form of Acceptance and Transfer and/or any other documentation relating to the Offer into any Restricted Jurisdiction. If you or your agent or nominee receives this Offer Document, Form of Acceptance and Transfer and any other documentation relating to the Offer in such Restricted Jurisdiction, the Offer may be deemed invalid and may not be accepted.

(iv) Your acceptance may be invalid and disregarded unless you have fully complied with the laws of your relevant jurisdiction. If you forward this Offer Document, the Form of Acceptance and Transfer and any other documentation relating to the Offer into any Restricted Jurisdiction, whether because of a contractual or legal obligation or otherwise, you must inform the recipient of the contents of this section. The Offeror reserves the right to reject a purported acceptance of the Offer from any Non-resident Holder in any such Restricted Jurisdiction.

3.3 The Offeror's reservation of right over acceptance by Non-resident Holder

The Offeror reserves the right, in its absolute discretion, to treat any acceptance as invalid if it believes such acceptance may violate applicable legal or regulatory requirements. However, the Offeror reserves the right to permit your acceptance of the Offer in circumstances in which the Offeror is satisfied that your acceptance will not constitute a breach of any securities or other relevant legislation or impose any obligation on the Offeror not contemplated by the Offer.

3.4 Procedures for acceptance for Non-resident Holder

Subject to Sections 3.1 to 3.3 of this Appendix II, the procedures for acceptance of the Offer as set out in Section 1 of this Appendix II also apply to you.

3.5 Method of settlement for Non-resident Holder

The method of settlement in Section 2 of this Appendix II applies similarly to you.

The Offer is made in compliance with the laws of Malaysia only. As such, this Offer Document together with the Form of Acceptance and Transfer comply with Malaysian laws only. The Offeror, PAC, Share Registrar and Malacca Securities shall not accept any responsibility or liability in the event that any acceptances of the Offer by a Non-resident Holder is or shall become illegal, unenforceable, voidable or void in such countries or jurisdictions outside Malaysia.

Non-resident Holders should therefore immediately consult their professional advisers in relation to the observance of the above and any other applicable laws. Non-resident Holders shall be responsible for payment of any levy, fee, tax, duty, commission, cost or other requisite payment that may be required in connection with their acceptance of the Offer or remittance of any amount due to them and shall keep the Offeror, PAC, Share Registrar and Malacca Securities indemnified for the payment of such fee or commission. Please refer to Section 3 of this Appendix II for further information.

APPENDIX III – INFORMATION ON THE OFFEROR

NAME
Gan Kok Xan
CORRESPONDENCE ADDRESS
16-12, Mercu Aspire
No. 3, Jalan Bangsar
KL Eco City
59200 Kuala Lumpur
NATIONALITY
Malaysian
DATE OF BIRTH
4 February 1977
OCCUPATION
Company director
PROFILE
GKX, a Malaysian male, aged 49, obtained his Bachelor in Chemical Engineering from Michigan Technology University, Michigan, United States in 1998. He is a director of ProWealth Management Holding Ltd, an investment holding company incorporated in the British Virgin Islands. On 31 October 2025, ProWealth Management Holding Ltd emerged as a substantial shareholder in Mega Fortris Berhad through the acquisition of a 25.99% stake in Mega Fortris Global Pte Ltd, which holds 65.00% of Mega Fortris Berhad. Mega Fortris Berhad is principally involved in design and manufacturing of security seals and trading of related products and services.

In 2011, he decided to start his own business and relocate himself to Taiwan and set up a company in Taiwan i.e. Neutec Limited where he has been the General Manager and shareholder up to LPD.

GKX is a businessman with more than 10 years' experience in information technology, software and network industry in Taiwan and Malaysia. Besides, he also invested in few companies, amongst others, Macro Success Sdn Bhd, a licensed money lending company in Malaysia, whereby he is a major shareholder together with YGF and another 1 shareholder.

APPENDIX III – INFORMATION ON THE OFFEROR (CONT'D)

7. DIRECTORSHIPS AND/OR SUBSTANTIAL SHAREHOLDINGS IN OTHER PUBLIC LISTED COMPANIES IN MALAYSIA

As at the date of the Notice, save for his indirect equity interest in Mega Fortris Berhad and his substantial shareholding in PRB as set out below, Gan Kok Xan does not hold any directorship or substantial shareholding in other public listed companies in Malaysia:-

Name	Designation	Direct		Indirect
		Number of Shares	%	Number of Shares	%
Mega Fortris Berhad
GKX	Shareholder	-	-	(a)142,762,669	(b)16.90
PRB Shares
GKX	Shareholder	17,390,588	(c)35.86	-	-

Notes:-

(a) Deemed interest by virtue of his interest in Mega Fortris Global Pte. Ltd. pursuant to section 8 of the Act.
(b) Based on 844,972,480 issued Mega Fortris Berhad shares as at LPD.
(c) Based on 48,500,000 issued PRB Shares as at LPD.

As at LPD, GKX is not a director of Mega Fortris Berhad and PRB.

As at LPD, GKX has no intention to have himself to be on the board of directors of Mega Fortris Berhad.

As at LPD, GKX has intention to have himself and/or his representative to be appointed on the Board.

APPENDIX IV – DISCLOSURE OF INTERESTS AND DEALINGS

1. DISCLOSURE OF INTERESTS AND DEALINGS

For information purposes, as at the LPD, PRB has an issued share capital comprising of 48,500,000 PRB Shares in issuance and PRB does not have any treasury shares. Additionally, as at the LPD, PRB does not have any outstanding convertible securities and there is only 1 class of shares in PRB, being the ordinary shares.

1.1 Disclosure of interests in PRB Shares

(i) By the Offeror and person(s) acting in concert

As at LPD, save as disclosed below, the Offeror and person(s) acting in concert do not have any interest, direct or indirect in PRB:-

Name	Direct		Indirect
	Number of Shares	(a)%	Number of Shares	(a)%
Offeror
GKX	17,390,588	35.86	-	-
Person(s) acting in concert
YGF	13,580,000	28.00	-	-
	30,970,588	63.86	-	-

Note:-

(a) Based on 48,500,000 issued Shares as at LPD.

(ii) By persons who have irrevocably committed to accept or reject the Offer

As at LPD, the Offeror and person(s) acting in concert have not received any irrevocable undertaking from any Holder to accept or reject the Offer.

(iii) By persons who have entered into an arrangement over the Offer Shares

As at LPD, the Offeror and person(s) acting in concert have not entered into any arrangement with any persons, including any arrangement involving rights over PRB Shares, any indemnity arrangement, and any agreement or understanding, formal or informal, of whatever nature, relating to the Offer Shares which may be an inducement to deal or to refrain from dealing with the Offer Shares.

(iv) Borrowing or lending of PRB Shares

As at LPD, the Offeror and person(s) acting in concert have not borrowed or lent any PRB Shares from or to any Holder.

(v) By persons who have entered into, or been granted, any option to acquire Offer Shares

As at the LPD, save for the dealings disclosed in Section 2 of this Appendix IV, the Offeror, and person(s) acting in concert have not entered into, or been granted any option to acquire the Offer Shares.

APPENDIX IV – DISCLOSURE OF INTERESTS AND DEALINGS (CONT'D)

2. Disclosure of Dealings in PRB Shares

Save for the Share Acquisitions as disclosed below, the Offeror and person(s) acting in concert have not dealt in PRB Shares during the period of 6 months prior to the commencement of the Offer Period up to the date of the Notice:-

Name	Transaction date	Nature of transaction	Number of PRB Shares	%^{(a)}	Transacted price per PRB Share	Total Consideration^{(b)}
GKX	24 April 2026	Acquisition via direct business transaction	17,390,588	35.86	RM 0.84	RM 14,608,093.92
YGF	24 April 2026	Acquisition via direct business transaction	13,580,000	28.00	0.84	11,407,200.00
			30,970,588	63.86		26,015,293.92

Notes:-

(a) Based on 48,500,000 issued Shares as at LPD.
(b) Excluding brokerage, clearing fee, stamp duty, goods and services tax and other incidental costs.

The Offeror confirms that:-

(i) save for the Share Acquisitions as set out above, from the commencement of the Offer Period up to the LPD, there are no dealings in PRB Shares made by the Offeror and person(s) acting in concert and their disclosure of dealings requirements have been complied with pursuant to paragraph 19.05 of the Rules; and
(ii) they will ensure that all disclosure of dealings by the Offeror and person(s) acting in concert will be complied with in accordance with the requirements under paragraph 19.05 of the Rules up to the Closing Date.

Malacca Securities, being the Principal Adviser to the Offeror in relation to the Offer confirms that they have complied with and will ensure compliance with the disclosure of dealings requirement under paragraph 19.05 of the Rules up to the Closing Date.

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APPENDIX V – ADDITIONAL INFORMATION

MATERIAL CHANGES IN THE FINANCIAL POSITION OR PROSPECTS OF THE OFFEREE

As at LPD, within the knowledge of the Offeror, there are no material change in the financial position or prospects of PRB subsequent to its latest audited financial statements for the FYE 30 June 2025 laid before PRB in the general meeting of PRB held on 10 December 2025, other than as disclosed in the announcements made by PRB on Bursa Securities, including the quarterly financial results of PRB for the 6-month FPE 31 December 2025.

GENERAL DISCLOSURES

(i) As at LPD, there is no agreement, arrangement or understanding for any payment or other benefit to be made or given to any director of the Offeree as compensation for loss of office or otherwise in connection with the Offer.

(ii) As at LPD, save for the Share Acquisitions, there is no agreement, arrangement or understanding that exists between the Offeror or person(s) acting in concert and any of the directors or recent directors of the Offeree (being such person who was, during the period of 6 months prior to the beginning of the Offer Period, a director of the Offeree), or any existing or recent shareholders of the Offeree (being such person who was, during the period of 6 months prior to the beginning of the Offer Period, a shareholder of the Offeree) having any connection with or dependence upon the Offer.

(iii) As at LPD, there is no agreement, arrangement or understanding entered into by the Offeror and person(s) acting in concert whereby any Offer Shares acquired pursuant to the Offer will be transferred to any other person.

(iv) All the Offer Shares accepted under the Offer will be registered in the name of the Offeror and subject to compliance with all applicable laws, may be subsequently varied/ transferred amongst the appointed nominees, if any, during or after the Closing Date.

CONSENTS

Malacca Securities, the Independent Adviser and the Share Registrar have given and have not subsequently withdrawn their respective written consents for the inclusion in this Offer Document of their respective names and all references thereto in the form and context in which they appear in this Offer Document.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents relating to the Offer are available for inspection at the Share Registrar's office at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor, Malaysia during normal business hours from 8.30 a.m. to 5.30 p.m. (Malaysian time), on Mondays to Fridays (except public holidays) from the Posting Date up to and including the Closing Date:-

(i) The SSAs;

(ii) The Notice dated 24 April 2026;

(iii) The audited consolidated financial statements of PRB for the FYE 30 June 2025 and the latest unaudited consolidated financial statements for the 6-month FPE 31 December 2025;

(iv) A copy of the letter from the SC dated 13 May 2026 in respect of its notification that it has no further comments on the contents of the Offer Document; and

(v) Letters of consent referred to in Section 3 of this Appendix V.

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PINEAPPLE RESOURCES BHD — Merger & Acquisition 2026

71282_rns_2026-05-14_00456649-090a-4f7b-815b-762d946ea8b6.pdf

UNCONDITIONAL MANDATORY TAKE-OVER OFFER

TO ACQUIRE

2. TERMS AND CONDITIONS OF THE OFFER

2.1 Consideration for the Offer

2.2 Conditions of the Offer

2.3 Duration of the Offer

2.4 Method of settlement

2.5 Other terms and conditions and procedures for acceptance

4. LISTING STATUS OF THE OFFEREE, COMPULSORY ACQUISITION AND RIGHTS OF DISSENTING HOLDERS

4.1 Listing status of PRB

The Offeror intends to maintain the listing status of PRB on the ACE Market of Bursa Securities.

4.2 Compulsory Acquisition

4.3 Rights of Dissenting Holders

5. FUTURE PLANS FOR PRB GROUP AND ITS EMPLOYEES

5.1 Continuation of PRB Group's business

5.2 Major changes to PRB Group's business

5.3 Employees of PRB Group

6. FINANCIAL RESOURCES OF THE OFFEROR

9. RESPONSIBILITY STATEMENT

2.4 Closing of the Offer

2.5 Competing take-over offer

3. RIGHTS OF WITHDRAWAL BY AN ACCEPTING HOLDER

4. WITHDRAWAL OF THE OFFER BY THE OFFEROR

5. ANNOUNCEMENT OF ACCEPTANCES

1. PROCEDURES FOR ACCEPTANCE

(i) Step 1: Obtain Transfer Documents

(ii) Step 2: Complete the transfer documents

Offer Shares already credited into your CDS account

Offer Shares purchased on or before the Closing Date but not yet credited into your CDS account as at the Closing Date(a)

Notes:-

(iii) Step 3: Lodging of Transfer Documents

Offer Shares already credited into your CDS account

Offer Shares purchased on or before the Closing Date but not yet credited into your CDS account as at the Closing Date

Note:

Step 3A: Lodging of Transfer Documents electronically

(i) Sign up as a user of BSIP Online

2. METHOD OF SETTLEMENT

2.1

2.2

2.3

3. NON-RESIDENT HOLDER

3.1 Responsibility of a Non-resident Holder

3.2 Treatment of this Offer Document and/or the Form of Acceptance and Transfer in relation to Non-resident Holder

3.3 The Offeror's reservation of right over acceptance by Non-resident Holder

3.4 Procedures for acceptance for Non-resident Holder

3.5 Method of settlement for Non-resident Holder

7. DIRECTORSHIPS AND/OR SUBSTANTIAL SHAREHOLDINGS IN OTHER PUBLIC LISTED COMPANIES IN MALAYSIA

Notes:-

1. DISCLOSURE OF INTERESTS AND DEALINGS

1.1 Disclosure of interests in PRB Shares

(i) By the Offeror and person(s) acting in concert

(ii) By persons who have irrevocably committed to accept or reject the Offer

(iii) By persons who have entered into an arrangement over the Offer Shares

(iv) Borrowing or lending of PRB Shares

(v) By persons who have entered into, or been granted, any option to acquire Offer Shares

2. Disclosure of Dealings in PRB Shares

Notes:-

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