We refer to the Company’s announcement dated 9 September 2022 in relation to the Proposed Joint Venture. The terms used herein shall, unless the context otherwise stated, bear the same meaning as those defined in the said announcement, where applicable.

Further to the said announcement, the Board of Directors of ENCORP is pleased to announce that the JV Company bearing the name “Encorp Millennium Sdn. Bhd.”  (Registration No. 202201033618 (1479315-V)) (“EMSB”) has been incorporated on 9 September 2022.

The Information on EMSB are as follows:-

• EMSB is a private company limited by shares incorporated under the laws of Malaysia with its registered office at No. 45-1, Jalan PJU 5/21, Pusat Perdagangan Kota Damansara, Kota Damansara PJU 5, 47810 Petaling Jaya, Selangor Darul Ehsan.
• EMSB is principally engaged in investment holding, construction project management and property development.
• The share capital of EMSB is currently at RM1,000.00 comprising of 1,000 ordinary shares.
• The Directors of EMSB are Tuan Haji Sr. Mohd Ali Bin Abd Karim, Raja Dato’ Idris Bin Raja Halid and Hazurin Bin Harun
• EMSB is an indirect subsidiary of ENCORP through ECISB, a wholly owned subsidiary, controlling 70% of the EMSB's shares.

On 21 September 2022, ECISB, TMSB and EMSB had entered into a Shareholders Agreement to govern the JV Company and the Proposed Joint Venture as part of the Conditions Precedent in the JVA.

The salient terms of the Shareholders Agreement are as follows:-

• The Shareholders Agreement is conditional upon the completion of the JVA. The Shareholders Agreement shall be null and void in the event the completion of the JVA are not fulfilled within the time stipulated in the JVA.
• Unless otherwise agreed by the shareholders (i.e. the Parties), the issued share capital of EMSB will be maintained at RM251,000.00 divided into 251,000 ordinary shares and any further issuance of new ordinary shares will be issued to each of the shareholders in proportion to their shareholdings.
• The board of EMSB shall comprise of a maximum of three (3) directors, two (2) directors to be nominated by ECISB and one (1) director to be nominated by TMSB. The chairman of the board will be nominated by ECISB.
• The business of EMSB shall be conducted in the best interests of the JV Company on sound commercial and ethical principles.
• The shareholders agree that the capital expenditure and working capital requirements of EMSB shall as far as practicable be funded from borrowings from banks or financial institutions without recourse to or guarantee from any of the shareholders. Where borrowings from banks or financial institutions cannot be obtained, the shareholders shall endeavour to source for other forms of financing for EMSB, failing which the shareholders may at any time, subject to the prior consent of all shareholders, make shareholders’ advances to EMSB.
• The shareholders shall not sell, transfer or otherwise dispose of or deal with their shares in EMSB ("Sale Shares') in any manner without first granting the other shareholder the first option to purchase the Sale Shares upon the terms and conditions in the Shareholders Agreement.

This announcement is dated 21 September 2022.