XL HOLDINGS BERHAD — Proxy Solicitation & Information Statement 2026

May 24, 2026

XL HOLDINGS BERHAD ("XLHB" OR THE "COMPANY")

PROPOSED DIVERSIFICATION OF THE EXISTING BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES TO INCLUDE RETAILING AND WHOLESALING GROCERY BUSINESS ("PROPOSED DIVERSIFICATION")

1. INTRODUCTION

On behalf of the Board of Directors of XLHB ("Board"), Apex Securities Berhad ("Apex Securities") wishes to announce that the Company proposes to undertake the Proposed Diversification.

Further details of the Proposed Diversification are set out in the ensuing sections of this announcement.

2. DETAILS OF THE PROPOSED DIVERSIFICATION

As at 21 May 2026, being the latest practicable date of this announcement ("LPD"), XLHB and its subsidiaries ("Group") are principally involved in the following business segments:

(i) Manufacturing and trading of edible foods, focusing on ready-to-serve meals ("Foods");
(ii) Breeding and rearing of fishery livestocks ("Fish Farming");
(iii) Trading of ornamental fishes and aquarium accessories, as well as the supply of pet food ("Merchandise");
(iv) Agriculture activities involving pineapple farming ("Growing Crop"); and
(v) Trading and distribution of edible bird nest ("Edible Bird Nest").

(Collectively, referred to as the "Existing Business Segments")

The segmental revenue breakdown of the Group for the past 3 financial years up to the financial year ended ("FYE") 30 April 2025 as well as for the 9-month financial period ended ("FPE") 31 January 2026 are as follows:

	Audited			Unaudited
	FYE 30 April			9-month FPE 31 January 2026
	2023	2024	2025
Business segment	RM'000	RM'000	RM'000	RM'000
Revenue
Foods	61,879	44,255	80,727	66,175
Fish Farming	4,518	3,643	5,629	2,638
Merchandise	16,740	13,127	10,988	9,626
Growing Crop	77	8,580	10,481	13,618
Edible Bird Nest	548	279	83	152
Others(1)	627	649	1,214	1,475
Total revenue	84,389	70,533	109,122	93,684
Profit/loss after tax ("PAT")/( "LAT")
Foods	1,087	(500)	(533)	2,024
Fish Farming	281	(1,967)	(2,006)	(2,878)
Merchandise	455	1,720	764	811
Growing Crop	6,305	13,135	16,752	6,798
Edible Bird Nest	(204)	(1,030)	(1,705)	(4)
Others(1)	(1,734)	(2,466)	(2,422)	(162)

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Note:

(1) Others include amongst others, provision of solar energy, trading of seaweed and hatchery businesses.

As shown in the table above, the Foods segment has been the Group's largest contributor in the past financial years and the latest financial period. Despite being the largest revenue contributor, the Foods segment recorded a LAT of RM0.50 million and RM0.53 million for the FYE 30 April 2024 and FYE 30 April 2025 respectively as compared to a PAT of RM1.09 million for FYE 30 April 2023. Nevertheless, for the 9-month FPE 31 January 2026, the Foods segment has recorded an improved profit of RM2.02 million, indicating a recovery in the segment's performance.

In view of the historical losses incurred and fluctuating profitability of the Foods segment, the Group has been exploring new business opportunities to diversify and broaden the Group's earnings base and to further complement and grow its Foods segment as well as Growing Crop segment.

On 4 May 2026, XLHB announced that its wholly-owned subsidiary, XL Retail Sdn Bhd ("XLRSB") (formerly known as XL Farming Sdn Bhd) had on 30 April 2026 entered into an Asset Purchase Agreement ("Agreement") with Jutaria Gemilang Sdn Bhd ("JGSB") ("Seller") to acquire certain business assets of the Seller for a purchase consideration of RM15,000,000 ("Proposed Acquisition"). The assets to be acquired under the Proposed Acquisition includes the following:

(i) tenancies to all 34 minimarts throughout Malaysia under the trade name of "GIANT Mini", all located at various locations in the Klang Valley ("Giant Mini Outlets");
(ii) all furnishings, fixtures and fittings, equipment and all other tangible assets used in the operation of the business at the Giant Mini Outlets;
(iii) all stocks and inventories located at each Giant Mini Outlets amounting to a minimum of approximately RM100,000 per Giant Mini Outlet; and
(iv) the employees of Giant Mini Outlets*.

Note:

• For further information, the existing employees of Giant Mini Outlets will be given an option to either remain under the employment of JGSB and its group of companies or be offered new employment with XLRSB.

Giant Mini Outlets are convenient retail stores under the Giant brand, designed as a one-stop minimart offering daily fresh products, groceries, household essentials as well as everyday services such as bill payments and mobile top-ups. Giant Mini Outlets focus on community convenience through smaller store sizes, more accessible locations and faster shopping experience. As at the LPD, there are 34 Giant Mini Outlets located across Klang Valley.

The Proposed Acquisition will allow the Group to diversify its earnings base by venturing into a new business segment, which is the retailing and wholesaling grocery business ("Retailing and Wholesaling Grocery Business"). The Proposed Diversification in connection with the Proposed Acquisition is expected to strengthen the financial performance of the Group through the introduction of a new revenue stream. Furthermore, the expansion is expected to support the growth of the Group's Foods segment and Growing Crop segment as the Group intends to make available its ready-to-serve meals and pineapple products for sale at Giant Mini Outlets.

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In view of the above, the Board anticipates that the Proposed Diversification is expected to result in either:

(i) the contribution from the Retailing and Wholesaling Grocery Business of 25.00% or more of the net profits of the Group; and
(ii) the diversion of 25.00% or more of the Group's net assets ("NA") to the Retailing and Wholesaling Grocery Business which differs widely from those operations previously carried on by the Group.

As such, the Board proposes to seek the approval of the Company's shareholders for the Proposed Diversification, as required pursuant to Paragraph 10.13(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing Requirements").

2.1 Key management personnel

The Group has identified the following key management personnel to oversee and lead the Retailing and Wholesaling Grocery Business. The profiles of the key management personnel are set out below:

(i) Ng Min Lin

Ng Min Lin, a Malaysian aged 47, is the Executive Chairman of the Company. He was appointed to the Board on 11 January 2021. He is responsible for overseeing the Group's business strategies and managing the corporate development of our Group. He graduated with a Bachelor of Commerce, majoring in Finance and Accounting from the University of New South Wales, Sydney, Australia in 2002.

He began his career as an audit associate with KPMG, Penang. Subsequently, he joined a company that manufactures and franchises water vending machines as the Corporate Development Manager. He was promoted to Group Finance Director, when the company was listed on the PLUS Market (now known as Icap Securities and Derivatives Exchange) in the United Kingdom. He left the company in 2008 and established Esabee Biotika Sdn Bhd ("EBSB"), a multi-level marketing company specialising in microalgae products. He was the Chief Executive Officer of EBSB until his resignation in 2011.

Currently, Ng Min Lin is the Executive Chairman of MAG Holdings Berhad, a company listed on the ACE Market of Bursa Securities, which is involved in the aquaculture industry as well as the edible oil business. He is also the Chief Executive Officer of the North Cube group of companies, which is involved in aquaculture, food processing, export and retail of seafood product.

As the Executive Chairman of our Company, he will be directly involved in the implementation of the Retailing and Wholesaling Grocery Business, leveraging his extensive experience in corporate development, food-related business, aquaculture, retail operations and supply chain management to ensure the success of this new venture. In carrying out his role, he will be supported by the existing management team and employees of Giant Mini Outlets, to ensure continuity of operations and supporting the Group's expansion into the Retailing and Wholesaling Grocery Business.

(ii) Stephenie Wong Siew Li

Stephenie Wong Siew Li, a Malaysian aged 45, is the Chief Merchandising Officer of XLRSB. She joined XLRSB on 15 May 2026. She is responsible for overseeing the Group's merchandising strategy, category management, sourcing, private label development, pricing, and commercial operations for the Retailing and Wholesaling Grocery Business.

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Stephenie holds a Diploma in Business Administration from Tunku Abdul Rahman College and brings more than 20 years of experience in the retail and grocery industry across Malaysia and Southeast Asia.

She began her career in 2001 with GCH Retail (M) Sdn Bhd as a Management Trainee before progressing to Category Manager and subsequently Senior Category Manager, where she played a key role in enhancing the health and beauty retail concept across hypermarkets to improve customer shopping experience.

In 2013, she joined AEON BIG (M) Sdn Bhd as Senior Division Manager, leading initiatives that drove sales growth, profitability improvements, and the expansion of the "BIG Value" private label programme within the grocery non-food division.

She rejoined GCH Retail (M) Sdn Bhd in 2017 as General Manager of the grocery division and was later appointed as Head of Commercial, Southeast Asia in 2020. In this regional role, she spearheaded transformation initiatives and introduced new retail concepts across Malaysia, Singapore and Indonesia.

She subsequently served as Chief Merchandising Officer of City Bakers Enterprise Sdn Bhd in 2021 and Ample Prosperity Sdn Bhd in 2023. Prior to joining XLRSB, she was General Manager of Merchandising at Star Grocer Sdn Bhd, where she successfully transformed the merchandising operating model, strengthened vendor partnerships and drove the company's commercial growth.

With her commercial leadership, regional retail experience and proven track record in merchandising transformation, she will be able to support the Group's strategic expansion in the Retailing and Wholesaling Grocery Business.

(iii) Gunasinggam Perumal

Gunasinggam Perumal, a Malaysian aged 60, is the Chief People Officer of XLRSB. He joined XLRSB on 15 May 2026 and he is responsible for overseeing the human resources functions of XLRSB. He holds a Bachelor of Social Science (Psychology) from Universiti Kebangsaan Malaysia in 1991.

He began his career as a Graduate Management Trainee at AEON Co. (M) Bhd in 1992, where he was exposed to various retail departments and customer service operations. He was promoted to Customer Care Manager in 2003 where he spearheaded a company-wide cashier reformation initiative and established new service standards for better customer experience. Subsequently he was appointed as Store Manager in 2005, overseeing daily store operations, managing staff performance and achieving sales and operational targets.

He joined Tesco (M) Bhd in 2008 as Store General Manager where he managed stock control and ensure smooth daily operation of the retail store. He returned to AEON Co. (M) Bhd in 2011 as Store Manager and was promoted to Learning and Development Manager where he was tasked to develop training programmes for the employees in the organisation.

He was subsequently promoted to Regional Senior Manager at AEON Co. (M) Bhd in 2014 where he was responsible for overseeing and managing the daily operation of the stores under his portfolio. He joined Asia Pacific Retail Academy in 2021 as Training Consultant, where he designed and developed retail training programmes for the retail clients until his resignation in 2025.

As the Chief People Officer of XLRSB, he will be responsible for overseeing the human resources functions of the Group's Retailing and Wholesaling Grocery Business which includes recruitment and employee performance management.

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Premised on the above, the Board is of the view that the Group has the necessary key management personnel to ensure the successful implementation of the Retailing and Wholesaling Grocery Business, as the Group has the capacity, capability and resources for the Proposed Diversification. The Group may also hire additional personnel to assist the aforesaid key management personnel depending on future expansion plans for the Retailing and Wholesaling Grocery Business and availability of suitable candidates.

3. RATIONALE AND JUSTIFICATION FOR THE PROPOSED DIVERSIFICATION

The Proposed Diversification is undertaken as part of the Group's long-term business strategy to strengthen and diversify its earnings base through its expansion into the Retailing and Wholesaling Grocery Business. With its existing experience in food manufacturing, trading and supply chain management, together with the support of the existing employees of Giant Mini, the Group is well-positioned to leverage its existing operational infrastructure, sourcing networks and product knowledge to support the management and growth of the Retailing and Wholesaling Grocery Business.

Premised on the above and the favourable prospects of the retail and wholesale industry as set out in Section 4.2 of this announcement, the Board is of the view that the Proposed Diversification is expected to strengthen the financial performance of the Group, thereby enhancing shareholders' value in the long term. The Proposed Diversification is expected to create an additional income stream for the Group and also complement the growth of the Foods segment and Growing Crop segment of the Group.

4. INDUSTRY OVERVIEW AND OUTLOOK AND PROSPECTS OF THE GROUP

4.1 Overview and outlook of the Malaysian economy

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

On the supply side, growth in services sector moderated, reflecting a moderation in motor vehicle sales following the front-loading of purchases in the fourth-quarter ahead of the expiration of import duty waivers for electric vehicles. Meanwhile, manufacturing sector performance remained supported by stronger E&E performance, in line with continued demand for artificial intelligence and data centre-related components. Growth in the agriculture sector was lower amid normalisation in palm oil production following high output previously and ongoing replanting activities. The mining and quarrying sector contracted, mainly due to weaker oil and gas production. In addition, growth in the construction sector normalised from a double-digit growth amid a moderation in residential construction and civil engineering activities. On a quarter-on-quarter, seasonally-adjusted basis, the economy contracted by -0.01% (4Q 2025: 1.4%) given last quarter's very strong performance. As a small and open economy, Malaysia will inevitably face both direct and indirect impact from the ongoing geopolitical conflict in the Middle East. Higher energy prices, supply chain disruptions, and heightened uncertainty are expected to weigh on the external environment. Nevertheless, the Malaysian economy is expected to remain resilient in 2026, with growth expected to come in within the range of 4% - 5%, supported by steady domestic demand and continued expansion in our export performance.

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

(Source: Quarterly Bulletin, First Quarter 2026, Bank Negara Malaysia)

In 2026, Malaysia's economy is projected to expand between 4% and 4.5%, supported by resilient domestic demand and a steady external sector. Growth will be anchored by private consumption, boosted by the implementation of the salary adjustment under Phase 2 of the Public Service Remuneration System ("SSPA"), continuation of targeted assistance programmes and robust tourism activities in conjunction with Visit Malaysia 2026 ("VM2026"). In addition, strong investment performance will be supported by higher capital expenditures, particularly in high-impact strategic sectors. The services and manufacturing will remain key drivers of growth, complemented by sustained construction and agriculture sectors.

The domestic demand in 2026 is expected to register a growth of 5.4%, steered by sustained private sector expenditure at 5.7%. Strong consumption and investment activities will keep the private sector's contribution significant at 4.5 ppt to gross domestic product (GDP) growth. Meanwhile, public expenditure is anticipated to rise by 4.4%, contributing 0.8 ppt to overall growth. Private consumption is projected to grow by 5.1%, driven by sustained income growth and favourable employment prospects. In addition, spillover effects from the implementation of Phase 2 of the SSPA, Sumbangan Tunari Rahmah (STR) and the Budi Madani RON95 (BUDI95) targeted subsidy programme are expected to provide further impetus to household spending, particularly among lower- and middle-income groups. Consumer spending will also be stimulated by higher tourism-related activities alongside major national and international events, including VM2026 and Malaysia Agriculture Horticulture and Agrotourism Exhibition 2026 ("MAHA 2026") as well as 2026 FIFA World Cup and BWF Thomas & Uber Cup 2026.

Headline inflation is projected to range between 1.3% and 2% in 2026, reflecting a continued environment of manageable price growth. The outlook is shaped by steady domestic demand, stable labour market conditions as well as policies that support household purchasing power and market stability. Price pressures are anticipated to remain contained, supported by ongoing improvements in supply chains and productivity, with producer-price movements gradually passing through to consumers. Risks to the outlook are broadly balanced with upside risks include potential adjustments to domestically administered prices or higher global commodities. However, downside risks stemming from a stable ringgit, ongoing policy measures and any further easing in global food and energy prices would temper inflation.

(Source: Economic Outlook 2026, Ministry of Finance Malaysia)

4.2 Overview and outlook of the retail and wholesale industry in Malaysia

The wholesale and retail trade subsector grew by 4.3% in the first half of 2025, with sustained performance observed, particularly in the wholesale and retail trade segments. The subsector is anticipated to expand by 4.4% in the second half of the year, driven by retail trade segment attributed to higher domestic consumption and visitor spending. Meanwhile, steady income growth, expansion of initiatives under Payung Rahmah as well as the Penghargaan Sumbangan Asas Rahmah (SARA) RM100 One-off, will further spur household spending.

The wholesale and retail trade subsector will remain the key driver for the services sector, with a growth of 5% mainly attributed to the retail segment. Vigorous seasonal sales and promotional campaigns across stores as well as e-commerce and social media platforms will stimulate buying activities. In addition, initiatives such as product demonstrations and in-store placements as well as attractive pricing strategies will enhance sales of locally made products.

(Source: Economic Outlook 2026, Ministry of Finance Malaysia)

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Malaysia's retail industry reported a positive growth rate of 2.4% for the entire year of 2025. This final annual growth rate was below market expectation. In November 2025, the estimate by Retail Group Malaysia was 3.6%.

For the fourth quarter of 2025, Malaysia's retail industry recorded a growth rate of 2.5% in retail sales, as compared to a growth rate of 3.5% for the same period in 2024. Despite the year-end festival and holidays, the sales performances of numerous retail sub-sectors were discouraging during the fourth quarter of 2025. The department store cum supermarket sub-sector suffered a negative growth rate of 2.3% during the fourth quarter of 2025. For the entire year, the business of this sub-sector dropped by 0.7%. Similarly, the supermarket and hypermarket sub-sector achieved a disappointing growth rate of -1.8% during the fourth quarter of 2025. The annual growth rate of this sub-sector was 1.0% in 2025.

On the other hand, the mini-market, convenience store & cooperative sub-sector outperformed other sub-sectors during the fourth quarter of 2025. During this period, it grew by 15.9%. For the whole year, it expanded by 13.2%.

During the first quarter of 2026, the department store cum supermarket operators are hopeful of a recovery with a growth rate of 4.3%. The supermarket and hypermarket sub-sector are expected to achieve a moderate growth rate of 2.6% for the first quarter of 2026. After a strong performance in 2025, operators of mini-market, convenience store and cooperative are expecting its growth to moderate at 10.9% during the first 3 months of 2026.

Overall, for the first quarter of 2026, Malaysia retail industry is expected to enjoy a promising growth of 4.4%. The two largest festivals in Malaysia were celebrated during the first quarter. The Malaysian retail industry is projected to grow moderately by 3.3% during the second quarter in 2026, as compared to the same period in 2025. The retail sector in the country is anticipated to expand by 3.0% during the third quarter of 2026. For the last quarter of 2026, Malaysia retail industry is hopeful of a 4.6% growth rate as compared to the same period in 2025. This growth rate will be contributed by strong sales from festive celebrations and year-end holidays.

(Source: Malaysia Retail Industry Report, Fourth Quarter 2025, Retail Group Malaysia)

4.3 Prospects of the Group

The Proposed Diversification is expected to strengthen the Group's long-term earnings resilience and growth potential. Through the Proposed Acquisition, the Group will gain immediate access to an existing retail network, customer base and operational workforce, thereby enabling the Group to accelerate its entry into the grocery retail segment.

The Board believes that the Retailing and Wholesaling Grocery Business is supported by resilient consumer demand characteristics, as grocery and daily essential products generally remain less susceptible to economic cyclicality. Accordingly, the Proposed Diversification is expected to provide the Group with a more stable and recurring income stream, while reducing reliance on its Existing Business Segments.

The Proposed Diversification is also expected to create operational and commercial synergies with the Group's Foods segment and Growing Crop segment as the Group intends to make available for sale its ready-to-serve meals and pineapple products at Giant Mini Outlets. The Giant Mini Outlets are expected to provide the Group with direct access to a broader customer base and reduce its reliance on third party distributors and thereby reducing the costs. Upon the completion of the Proposed Acquisition, the Group intends to focus, at the initial stage, on stabilising and strengthening the operations of the existing Giant Mini Outlets while enhancing operational efficiencies and integration across the Group.

In addition, the Group remains mindful of external challenges, including competitive market dynamics, broader macroeconomic and geopolitical uncertainties. Notwithstanding these challenges, the Board is cautiously optimistic that the Group's strengthened and more diversified business portfolio as well as experienced management team will place the Group in a better position to manage such risks and capitalise on growth opportunities as they arise.

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Barring any unforeseen circumstances, the Board expects the Proposed Diversification to contribute positively to the Group's financial performance and earnings, and to deliver sustainable long-term value to the shareholders.

(Source: Management of XLHB)

5. RISK FACTORS

The risk factors relevant to the Proposed Diversification include the following:

(i) Diversification risk

The Proposed Diversification would result in the diversification of the Existing Business Segments to include the Retailing and Wholesaling Grocery Business. The Group will be facing new challenges and risks arising from the Retailing and Wholesaling Grocery Business, including but not limited to global and regional economic downturns, competition from existing players and entry of new players, socio-political stability and changes in the legal environmental framework within which the industry operates in.

The Group seeks to mitigate the new business risks by, amongst others, leveraging on the experience and expertise of the key management personnel of the Group. The knowledge and experience of the key management personnel will help the Group to transition smoothly into the new business segment.

(ii) Dependency on key management personnel

The operations of the Retailing and Wholesaling Grocery Business will depend significantly on the ability, expertise and continued efforts of the Group's key management personnel as identified in Section 2.1 of this announcement, for the Retailing and Wholesaling Grocery Business. Any loss of these key management personnel without suitable and timely replacements and an inability to attract or retain qualified and suitable personnel may have an adverse impact on the Group's businesses.

The Company will adopt the appropriate approaches or measures such as offering competitive remuneration packages to retain such key personnel. In addition, to avoid over dependency on any key management personnel, the Company will also strive to attract qualified and experienced employees to support the Retailing and Wholesaling Grocery Business by exploring opportunities to recruit such employees through measures such as engaging recruitment agencies and/or requesting for referrals from stakeholders in the industry including our existing suppliers and customers.

(iii) Competition risk

The Group faces competition from existing competitors and/or new entrants operating in similar businesses related to the Retailing and Wholesaling Grocery Business. Nevertheless, the Group will take proactive measures to remain competitive in the Retailing and Wholesaling Grocery Business by, amongst others, constantly keeping abreast with the latest market conditions, and making efforts in maintaining a competitive edge in terms of cost efficiency, service quality, product quality and reliability.

However, there can be no assurance that the Group will be able to compete effectively with existing and new entrants in similar business related to the Retailing and Wholesaling Grocery Business in the future, which may materially affect the Group's financial performance.

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(iv) Political, economic and regulatory risk

Adverse changes in the political, economic and regulatory conditions in Malaysia could materially and adversely affect the financials and prospects of the Group. These risks include, amongst others, risks of war, changes in political state, economic downturn and unfavourable changes in governmental policies such as methods of taxation or introduction of new regulations on retailing and wholesaling grocery industry, which are generally beyond the management's control and affect all the players in the industry.

In mitigating such risks, the Group will monitor the key developments in the political, economic and regulatory conditions mentioned above and continue to review its business strategies in response to the changes in political, economic and regulatory conditions.

1. EFFECTS OF THE PROPOSED DIVERSIFICATION

6.1 Share capital and substantial shareholders' shareholding

The Proposed Diversification will not have any effect on the share capital or the substantial shareholders' shareholding in the Company as it does not involve the issuance of new ordinary shares in XLHB.

6.2 NA, NA per share and gearing

Barring any unforeseen circumstances, the Proposed Diversification is not expected to have any immediate material effect on the NA, NA per share and gearing of the Group. However, the expected profit contributions from the Proposed Diversification will have a positive impact on the Group's NA once the potential benefits materialise.

6.3 Earnings and earnings per share ("EPS")

The Proposed Diversification is not expected to have any immediate effect on XLHB's earnings and EPS. However, the Board believes that the Proposed Diversification will contribute positively to XLHB's future earnings and EPS as the Company further develops its new business activities.

1. APPROVAL REQUIRED AND CONDITIONALITY

The Proposed Diversification is subject to the approval being obtained from:

(i) the shareholders of XLHB at an extraordinary general meeting to be convened ("EGM"); and
(ii) any other relevant authorities and / or parties, if required.

The Proposed Diversification is not conditional upon any other proposals undertaken or to be undertaken by XLHB.

1. CORPORATE PROPOSALS ANNOUNCED BUT PENDING COMPLETION

As at the LPD, save for the Proposed Acquisition, the Company does not have any other outstanding proposals that have been announced but pending completion.

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1. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/ OR PERSONS CONNECTED WITH THEM

As at the LPD, none of the directors, major shareholders and/or persons connected with them have any interests, direct and/or indirect, in the Proposed Diversification.

1. DIRECTORS' STATEMENT

The Board, having considered all aspects of the Proposed Diversification, including but not limited to the rationale, risk factors and prospects associated with the Proposed Diversification, is of the opinion that the Proposed Diversification is in the best interest of the Company and its shareholders.

1. ESTIMATED TIMEFRAME FOR IMPLEMENTATION

Barring any unforeseen circumstances and subject to all relevant approvals being obtained, the Proposed Diversification is expected to be completed by the third quarter of 2026. For shareholders' information, the Proposed Diversification shall take immediate effect upon obtaining the approval of XLHB's shareholders at the EGM.

1. ADVISER

Apex Securities has been appointed as the Adviser for the Proposed Diversification.

This announcement is dated 25 May 2026.