CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED DISPOSAL BY BOUSTEAD PENANG SHIPYARD SDN BHD ("BPS"), A WHOLLY-OWNED SUBSIDIARY OF BOUSTEAD HEAVY INDUSTRIES CORPORATION BERHAD ("BHIC"), OF THREE (3) ADJOINING PARCELS OF MIXED INDUSTRIAL AND BUILDING LAND LEGALLY IDENTIFIED AS LOT NOS. 3222, 9777, AND 20238, TITLE NOS. PN 649, HSD 6981, AND HSM 3558, RESPECTIVELY, MUKIM OF 13, DISTRICT OF TIMOR LAUT, PULAU PINANG, TO KARYA KOPERAT SDN BHD FOR A TOTAL DISPOSAL CONSIDERATION OF RM28.00 MILLION TO BE SATISFIED ENTIRELY VIA CASH ("PROPOSED DISPOSAL")

Proposed Renewal of the 2025 Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

PART A - CIRCULAR TO SHAREHOLDERS AND RCPS HOLDERS (AS DEFINED HEREIN) IN RELATION TO THE PROPOSED SELECTIVE CAPITAL REDUCTION AND REPAYMENT EXERCISE FOR THE ORDINARY SHARES IN BHIC NOT OWNED BY THE OFFEROR (AS DEFINED HEREIN); AND PROPOSED CAPITAL REDUCTION AND REPAYMENT EXERCISES FOR THE REDEEMABLE CONVERTIBLE PREFERENCE SHARES ("RCPS") CLASS A IN BHIC ("RCPS A") AND ISLAMIC RCPS CLASS A IN BHIC ("RCPS i-A"), PURSUANT TO SECTION 116 OF THE COMPANIES ACT 2016 ("PROPOSAL") PART B - INDEPENDENT ADVICE LETTER FROM DWA ADVISORY SDN BHD TO THE NON-INTERESTED DIRECTORS, NON-INTERESTED SHAREHOLDERS AND RCPS HOLDERS OF BHIC IN RELATION TO THE PROPOSAL