PUC BERHAD — M&A Activity 2026

May 19, 2026

PUC BERHAD ("PUC")

[Registration No. 199701036234 (451734-A)]

ACQUISITION OF 100% EQUITY INTEREST IN GENIEX LAB SDN. BHD. BY G UNIVERSE SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF PUC BERHAD

1. INTRODUCTION

The Board of Directors of PUC ("the Board") wishes to announce that G Universe Sdn. Bhd. [Registration No. 202501046988 (1648396-P)] ("G Universe" or "Purchaser"), a subsidiary of PUC, had on 20 May 2026 entered into a Share Sale Agreement ("SSA" or "Agreement") with Robinhood Ventures Sdn. Bhd. [Registration No. 202201038161 (1483858-X)] ("Robinhood Ventures" or "Vendor") for the acquisition of 10,000 ordinary shares in GenieX Lab Sdn. Bhd. [Registration No. 202501035511 (1636921-W)] ("Company"), representing the entire issued share capital and 100% equity interest in the Company ("Sale Shares"), for a total cash consideration of RM1,000,000 ("Purchase Consideration"), subject to the terms and conditions contained in the SSA ("Proposed Acquisition").

Upon completion of the Proposed Acquisition, the Company will become a wholly-owned subsidiary of G Universe and an indirect subsidiary of PUC.

The Proposed Acquisition is deemed a related party transaction pursuant to Rule 10.08 of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("ACE Market Listing Requirements") by virtue of the interests of Cheong Chia Chou ("Mr. Cheong"), further details of which are set out in Section 10 of this announcement.

The Vendor and the Purchaser shall hereinafter be collectively referred to as the "Parties" and individually referred to as a "Party".

1. DETAILS OF THE PROPOSED ACQUISITION

2.1 Information on the Company

The Company is a private limited company incorporated in Malaysia on 30 July 2025, having its registered address at D-3-7, Seri Gembira Avenue, No. 6, Jalan Senang Ria, Taman Gembira, Kuala Lumpur, 58200 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur.

As at the date of this announcement, the Company has an issued share capital of RM10,000 comprising 10,000 ordinary shares. The entire issued share capital of the Company is held by Robinhood Ventures.

The principal activities of the Company are computer facilities management activities, computer consultancy and other information technology service activities not elsewhere classified.

As at the date of this announcement, the sole director of GenieX Lab is Mr. Cheong.

2.2 Financial Information on the Company

As the Company was incorporated on 30 July 2025, GenieX Lab has yet to issue any audited financial statements as at the date of this announcement.

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Accordingly, based on its latest available unaudited management accounts as at 30 April 2026, the financial information of the Company is as follows:

Item	RM'000
Net Assets	(31)
Profit / (Loss) After Tax	(41)
Total Assets	2,818

2.3 Information on the Vendor

Robinhood Ventures is a private limited company incorporated in Malaysia on 13 October 2022, having its registered address at D-3-7, Seri Gembira Avenue, No. 6, Jalan Senang Ria, Taman Gembira, Kuala Lumpur, 58200 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur.

The principal activities of Robinhood Ventures are export and import of a variety of goods without any particular specialisation not elsewhere classified and activities of holding companies.

As at the date of this announcement, Robinhood Ventures has an issued share capital of RM2,000,000 comprising 2,000,000 ordinary shares.

The directors and substantial shareholder of Robinhood Ventures and their respective direct and/or indirect shareholdings in Robinhood Ventures are as follows:

Name	Designation	Direct Shareholding
Mr. Cheong	Director and sole shareholder	2,000,000 ordinary shares (100% shares)
Tan Jue Xi	Director	Nil

2.4 Salient Terms of the SSA

The salient terms of the SSA include, among others, the following:

(a) Sale and Purchase of the Sale Shares

The Vendor, as the legal and beneficial owner of the Sale Shares, agrees to sell, and the Purchaser agrees to purchase, the Sale Shares free from all encumbrances, together with all rights attaching thereto, at the Purchase Consideration and upon the terms of the SSA.

(b) Purchase Consideration

The total purchase consideration for the Sale Shares is RM1,000,000, to be satisfied entirely in cash.

(c) Completion

Pursuant to the terms of the SSA, Completion of the Proposed Acquisition shall take place upon:

(i) the Parties' execution of the SSA;
(ii) the Purchaser's payment of the Purchase Consideration to the Vendor; and
(iii) the Vendor's delivery to the Purchaser of the duly executed share transfer form for the Sale Shares in favour of the Purchaser.

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Upon completion, all legal and beneficial interest in the Sale Shares shall pass to the Purchaser.

(d) Lodgement and Stamping

The Purchaser shall procure the lodgement of all necessary filings with the Companies Commission of Malaysia and any stamping, if applicable, at its own cost.

(e) Title and Capacity

The Vendor represents that, as at the date of the SSA, it is the legal and beneficial owner of the Sale Shares and has full right and authority to sell and transfer the Sale Shares to the Purchaser free from encumbrances.

(f) Default

In the event of a breach of the SSA by any Party, the non-defaulting Party shall be entitled to exercise such rights and remedies as set out in the SSA, including but not limited to the right to seek damages and/or specific performance.

2.5 Date and Original Cost of Investment by the Vendor

The original cost of investment to the Vendor is RM10,000, being the subscription cost for 10,000 ordinary shares in the Company.

The Vendor's investment in the Sale Shares was made in the following manner:

Date	Description	No. of Ordinary Shares	Subscription Cost (RM)
30 July 2025	Allotment of shares to the Vendor upon incorporation of the Company	1,000	1,000
11 August 2025	Further allotment of shares to the Vendor	9,000	9,000
Total	-	10,000	10,000

2.6 Liabilities to be Assumed

There are no liabilities, including contingent liabilities and guarantees, to be assumed by PUC pursuant to the Proposed Acquisition.

2.7 Source of Funding

The Purchase Consideration will be satisfied entirely in cash and funded through internally generated funds of PUC Group.

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1. BASIS AND JUSTIFICATION FOR ARRIVING AT THE PURCHASE CONSIDERATION

The Purchase Consideration was arrived at on a willing-buyer willing-seller basis after taking into consideration, among others, the following:-

(a) the existing principal activities of the Company in the areas of computer facilities management, computer consultancy and other information technology service activities;
(b) the potential strategic value of the Company to PUC Group, particularly in supporting the Group's involvement and future initiatives in financial technology-related businesses;
(c) the potential business prospects of the Company in view of the continuing demand for financial digitalisation, technology solutions, information technology infrastructure, consultancy and related services;
(d) the opportunity for PUC Group to acquire full ownership and control of the Company through G Universe; and
(e) the commercial negotiations between the Vendor and the Purchaser.

The Purchase Consideration was not arrived at based solely on the Company's net assets. As the Company was incorporated on 30 July 2025 and has yet to issue any audited financial statements as at the date of this announcement, the Board had considered, among others, the latest available unaudited financial information of the Company, its business prospects and strategic value to PUC Group.

The Board, save for the interested director (i.e. Mr. Cheong), after having considered all relevant factors, is of the opinion that the Purchase Consideration is fair and reasonable and in the best interest of PUC.

There is no profit guarantee given by the Vendor to PUC or the Purchaser in respect of the Proposed Acquisition.

1. RATIONALE, BENEFITS AND PROSPECTS OF THE PROPOSED ACQUISITION

The Proposed Acquisition forms part of PUC Group's strategy to strengthen its financial technology ecosystem under G Universe and to complement the Group's regulated payments business. Based on PUC Group's business direction, the Company is intended to support the development of emerging technology and AI-led capabilities.

The Company intends to develop technology-driven solutions for enterprise and business-to-business applications, including digital infrastructure aimed at enhancing transaction processing, settlement workflows and reconciliation efficiency within a controlled commercial ecosystem.

The Board is of the view that the Proposed Acquisition provides PUC Group with an opportunity to acquire an existing company with an identified business direction, development focus and strategic fit with the Group's financial technology and digital solutions ecosystem. As compared with establishing a new company to undertake the same business, the Proposed Acquisition is expected to allow PUC Group to accelerate the development and integration of the Company's technology capabilities within the Group, while enabling PUC Group, through G Universe, to exercise full ownership and control over the Company's future business direction, operations and development.

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The Board believes that the Proposed Acquisition may contribute positively to PUC Group in the longer term, subject to the successful development, commercialisation and implementation of the Company's business plans.

5. RISKS OF THE PROPOSED ACQUISITION

The Board does not expect any material risks arising from the Proposed Acquisition other than the normal business, operational and execution risks associated with the acquisition of an investment in a company involved in technology-related activities.

The Company is subject to risks inherent in the technology and IT services industry, including changes in customer demand, technological developments, competition, operating costs and market acceptance of its products and services. The successful development of the Company will also depend on PUC Group's ability to implement and execute the Company's business plans effectively.

Notwithstanding the above, the Board is of the view that the risks associated with the Proposed Acquisition are manageable and do not outweigh the potential benefits of the Proposed Acquisition.

6. EFFECTS OF THE PROPOSED ACQUISITION

6.1 Share Capital and Substantial Shareholders' Shareholding

The Proposed Acquisition will not have any effect on the issued share capital and substantial shareholders' direct and/or indirect shareholdings of PUC as the transaction does not involve any issuance of new shares.

6.2 Net Assets ("NA") and Gearing

The pro forma effects of the Proposed Acquisition on the consolidated NA and gearing of PUC based on the latest audited financial statements for the financial year ended 31 December 2025 are as follows:

	Audited as at 31 December 2025	After Proposed Acquisition (Unaudited)
Share Capital (RM'000)	467,512	467,512
NA (RM'000)	118,926	119,926
NA per share (RM)	0.04	0.04
Borrowings (RM'000)	17,282	18,282
Gearing (times)	14.53	14.41

The Proposed Acquisition is expected to have an immaterial impact on the consolidated NA, NA per share and gearing of PUC Group, and is not expected to materially affect the financial position of PUC Group.

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6.3 Earnings and Earnings Per Share ("EPS")

The Proposed Acquisition is not expected to have any material effect on the earnings per share of PUC Group for the financial year ended 31 December 2025.

1. APPROVAL / CONSENT REQUIRED

The Proposed Acquisition is not subject to the approval of the shareholders of PUC, as the highest percentage ratio applicable to the Proposed Acquisition pursuant to Rule 10.02(g) of the ACE Market Listing Requirements is approximately 1.64%, being the ratio computed under Rule 10.02(g)(v).

The Proposed Acquisition is also not subject to the approval of any relevant government authorities or regulatory authorities. Accordingly, no conditions have been imposed by any relevant government authorities or regulatory authorities in respect of the Proposed Acquisition.

For the avoidance of doubt, as the highest percentage ratio applicable to the Proposed Acquisition is less than 5%, PUC is not required to appoint an independent adviser, issue a circular to shareholders or obtain shareholders' approval in respect of the Proposed Acquisition.

1. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND GROUP MANAGING DIRECTOR AND GROUP CHIEF EXECUTIVE OFFICER OF THE COMPANY AND/OR PERSONS CONNECTED TO THEM

The Proposed Acquisition is deemed a related party transaction by virtue of the interests of Mr. Cheong. He is:-

(a) the Group Managing Director and Group Chief Executive Officer of PUC. As at the date of this announcement, he also holds 4.76% equity interest in PUC;
(b) a director of G Universe, being the Purchaser;
(c) a director of the Company;
(d) a director of Robinhood Ventures, being the Vendor; and
(e) the sole shareholder of Robinhood Ventures, holding 2,000,000 ordinary shares in Robinhood Ventures.

Accordingly, Mr. Cheong is deemed interested in the Proposed Acquisition.

Mr. Cheong has abstained and will continue to abstain from all deliberations and voting on the Proposed Acquisition at the relevant board meetings where he is a director.

Save as disclosed above, none of the directors and major shareholders of PUC and/or persons connected with them have any interest, whether direct or indirect, in the Proposed Acquisition.

1. AUDIT AND RISK MANAGEMENT COMMITTEE'S STATEMENT

The Audit and Risk Management Committee ("ARMC") of PUC, after having considered all aspects of the Proposed Acquisition, including the rationale and benefits of the Proposed Acquisition, the basis and justification for the Purchase Consideration, the salient terms of the SSA, the prospects of the Company and the interests of the related party, is of the view that the Proposed Acquisition are:-

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(a) in the best interest of PUC;
(b) fair, reasonable and on normal commercial terms; and
(c) not detrimental to the interests of the minority shareholders of PUC.

10. DIRECTORS' STATEMENT

The Board, save for the interested director (i.e. Mr. Cheong), after having considered all aspects of the Proposed Acquisition, including the rationale and benefits of the Proposed Acquisition, the basis and justification for the Purchase Consideration, the salient terms of the SSA and the prospects of the Company, is of the opinion that the Proposed Acquisition is in the best interest of PUC.

11. TOTAL AMOUNT TRANSACTED WITH THE SAME RELATED PARTY FOR THE PRECEDING 12 MONTHS

As of the date of this announcement, the total amount transacted by PUC with Mr. Cheong for the preceding twelve (12) months is RM5,147,325.00.

12. ESTIMATED TIMEFRAME FOR COMPLETION

Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed upon the execution of the SSA, payment of the Purchase Consideration by the Purchaser to the Vendor and delivery of the duly executed share transfer form by the Vendor to the Purchaser in accordance with the terms of the SSA.

13. FURTHER / ADDITIONAL INFORMATION

Save as disclosed above, there is no other material information in relation to the Proposed Acquisition which would materially affect the decision of shareholders and investors.

14. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the SSA is available for inspection during normal office hours at the registered office of PUC at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur from Mondays to Fridays, except public holidays, for a period of 3 months from the date of this announcement.

This announcement is dated 20 May 2026.