HEXTAR GLOBAL BERHAD ("HGB" OR THE "COMPANY")

(I) PROPOSED ACQUISITIONS; AND
(II) PROPOSED DIVERSIFICATION

(COLLECTIVELY, THE "PROPOSALS")

Unless otherwise stated or redefined, all abbreviations and definitions used herein shall have the same meanings as those set out in the Company's announcement dated 23 December 2025, 15 May 2026 and 12 June 2026 in relation to the Proposals ("Earlier Announcements").

1. INTRODUCTION

Reference is made to the Earlier Announcements. On behalf of the Board, M & A Securities wishes to announce that the Company had on 23 June 2026 entered into:

(i) a supplemental agreement with HIB to supplement and amend certain terms of the SSA 1 in relation to the proposed acquisition of PKFT ("Supplemental SSA 1"); and
(ii) a supplemental agreement with HFGSB to supplement and amend certain terms of the SSA 2 in relation to the proposed acquisition of HFT ("Supplemental SSA 2").

Pursuant to Supplemental SSA 2, the proposed acquisition of 60,000,000 ordinary shares in PKF, for a cash consideration of RM65.50 million, shall be excluded from the Proposed Acquisitions.

Accordingly, the Proposed Acquisitions as announced on 23 December 2025 shall be revised as follows:

(i) proposed acquisition of 12,300,000 ordinary shares, representing the entire equity interest in PKFT, for a cash consideration of RM3.30 million ("Proposed Acquisition of PKFT"); and
(ii) proposed acquisition of 10,000,000 ordinary shares, representing the entire equity interest in HFT, for a cash consideration of RM51.20 million ("Proposed Acquisition of HFT").

(Collectively referred to as the "Revised Proposed Acquisitions")

Following the exclusion of PKF from the Proposed Acquisitions, the aggregate purchase consideration shall be reduced from RM120.00 million to RM54.50 million. Save for the revisions disclosed in this announcement, all other terms of the Proposals remain unchanged.

1. DETAILS OF THE VARIATIONS

The summary of the variations to the SSA 1, as supplemented through Supplemental SSA 1, is set out as follows:

Save for the above, there are no other material changes to the SSA 1.

The summary of the variations to the SSA 2, as supplemented through Supplemental SSA 2 is set out as follows:

Save for the above, there are no other material changes to the SSA 2.

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3. DETAILS OF THE PROPOSALS

3.1 Revised Proposed Acquisitions

The Revised Proposed Acquisitions entail the Vendors agreeing to sell and HGB agreeing to purchase the entire equity interest in PKFT and HFT ("Target Companies") free from all claims, charges, liens, encumbrances and equities for a total purchase consideration of RM54.50 million ("Purchase Consideration"), of which are detailed as follows:

The purchase consideration for the Proposed Acquisitions is not subject to any deferred payment arrangement. The Purchase Consideration shall be satisfied entirely via cash subject to the terms and conditions of SSA 1, Supplemental SSA 1, SSA 2 and Supplemental SSA 2.

The Purchase Consideration is subject to adjustment based on the NAV of PKFT and HFT as reflected in their management accounts as at the close of the month preceding the completion date. If the NAV of PKFT and HFT is lower than RM53.50 million ("Minimum NAV"), a NAV shortfall have occurred. Accordingly:

(i) If the NAV shortfall is not more than 10.00% of the Minimum NAV, the Purchase Consideration shall be reduced by an amount equivalent to the shortfall attributable to the respective Target Companies; and

(ii) If the NAV shortfall exceeds 10.00% of the Minimum NAV, the parties may:

• agree to proceed with the completion with further adjustment to the Purchase Consideration; or
• terminate the agreements free from any liability, whereupon the deposit shall be refunded free from interest.

Upon completion of the Proposed Acquisitions, the Target Companies will cease to be wholly-owned subsidiaries of HIB and in turn, will become the wholly-owned subsidiaries of HGB.

3.1.1 Source of funding

The Purchase Consideration will be funded via a combination of bank borrowings and internally generated funds. Save for the reduction in the Purchase Consideration, there are no material changes to the source of funding as disclosed in the Earlier Announcements.

3.1.2 Additional financial commitments

Save for the potential bank borrowings to fund the Purchase Consideration, there are no liabilities, contingent liabilities, guarantees or additional financial commitments to be assumed by HGB pursuant to the Revised Proposed Acquisitions

3.1.3 Basis and justification of the Purchase Consideration

The Purchase Consideration was arrived at after taking into consideration of the following:

(i) the historical financial track record of the Target Companies as follows;

| | FYE 2022
RM'000 | FYE 2023
RM'000 | FYE 2024
RM'000 | FYE 2025
RM'000 |
| --- | --- | --- | --- | --- |
| Revenue | 416,726 | 295,645 | 245,827 | 189,508 |
| Gross profit | 67,278 | 48,713 | 39,679 | 34,218 |
| PBT | 43,070 | 31,477 | 17,441 | 16,361 |
| PAT | 32,458 | 24,533 | 12,498 | 12,541 |
| GP margin (%) | 16.14 | 16.48 | 16.14 | 18.06 |
| PBT margin (%) | 10.34 | 10.65 | 7.09 | 8.63 |
| PAT margin (%) | 7.79 | 8.30 | 5.08 | 6.62 |
| Gearing ratio (times) | 0.84 | 0.61 | 0.66 | 0.81 |
| Current ratio (times) | 1.50 | 1.84 | 1.70 | 1.78 |

(ii) the implied PE multiple of 4.35 times and PB multiple of 0.97 times based on the combined PAT and NA of the Target Companies of RM12.54 million and RM56.45 million, respectively. The total Purchase Consideration of RM54.50 million is within the overall valuation range based on the assessment by Eco Asia, an Independent Valuer engaged by HGB, to conduct an independent valuation on the Target Companies;

(iii) the latest audited NA of the Target Companies as at 31 December 2025 of RM4.73 million (PKFT) and RM51.72 million (HFT);

(iv) the rationale of Proposed Acquisitions as detailed in Section 4.1 of the Initial Announcement;

(v) the prospects of the Target Companies as detailed in Section 5.4 of the Initial Announcement; and

(vi) the updated assessment by Eco Asia, which has adopted the RVA methodology as the primary valuation methodology, whereby the Target Companies are valued based on the trading PB multiple and PE multiple of selected listed companies with business activities which are considered broadly comparable to the Target Companies. Based on the valuation conducted by Eco Asia dated 5 June 2026, the indicative value of the Target Companies are as follows:

Notes:

(1) Extracted from the audited financial statements of Target Companies as at FYE 2025.

(2) The Target Companies do not hold any material land and buildings or other properties that will be subject to revaluation. Accordingly, no revaluation adjustment has been made to the net assets in deriving the RNAV.

Accordingly, the total indicative value of the Target Companies ranged between RM46.29 million and RM78.51 million, based on the RVA and RNAV methodologies.

The Purchase Consideration of RM54.50 million falls within the indicative valuation range of RM46.29 million and RM78.51 million as derived from the RVA and RNAV methodologies.

3.2 Proposed Diversification

The Proposed Diversification involves the diversification of the existing business activities of HGB Group to include the Fertiliser Business through the Revised Proposed Acquisitions.

Save for the changes to the key management personnel of the Fertiliser Business as disclosed in Section 3.2.1 below, there are no material changes to the Proposed Diversification as disclosed in the Earlier Announcements.

3.2.1 Key management personnel

Following the exclusion of PKF from the Revised Proposed Acquisitions, Mr. Leong Hin Kieat will not form part of the enlarged HGB Group upon completion of the Revised Proposed Acquisitions.

In view thereof, the Group has identified Sham Weng Kong to lead and oversee the Fertiliser Business following completion of the Revised Proposed Acquisitions and his profile is set out below:

(a) Sham Weng Kong

Sham Weng Kong, a Malaysian aged 49, is responsible for managing the fertiliser segment of HIB Group.

He graduated with a Bachelor's Degree in Business and Marketing from University Tun Abdul Razak and has more than 20 years of working experience in the fertiliser industry. He started his career as a Sales Executive in a local fertiliser company. In 2003, he was promoted to Sales Manager and subsequently to General Manager in 2005, where he was responsible for the entire operations of the fertiliser business. In 2007, he joined Hextar Fertilizers Sdn Bhd as General Manager, where he was involved in the start-up and growth of the fertilisers business of the company. In 2010, he was promoted to Marketing Director, where he played a key role in expanding the fertiliser business into the export market. In 2018, he was promoted to Managing Director of Hextar Fertilizers Limited ("HFL") group where he was responsible for managing the fertiliser segment of the group covering Malaysia as well as the export markets including Indonesia, Vietnam, Myanmar and Thailand. In 2019, he was appointed as Director of Hextar Solutions Sdn Bhd to oversee its entire operations in Malaysia. In 2022, following the HFL Acquisition, he was redesignated as the Executive Director of HIB Group where he assumed his current responsibilities. Upon completion of the Proposed Acquisitions, he has given undertaking that he will not hold any position in other fertiliser businesses remaining with HIB.

The Board is of the view that Sham Weng Kong, together with the existing management team of HFT and PKFT, possesses the relevant experience, industry knowledge and operational expertise required to manage and grow the Fertiliser Business.

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Accordingly, the Board does not expect the exclusion of PKF from the Revised Proposed Acquisitions to have any material adverse impact on the management, operations or future prospects of the Fertiliser Business.

The Board will, from time to time, review the capabilities and resources needed for the Fertiliser Business. As at 22 June 2026, being the latest practicable date for this announcement ("LPD") the Target Companies have 172 employees. Should the needs arise and/or business expands, the Company will recruit additional personnel who are experienced and with the necessary expertise as and when required, in tandem with the growth of the Fertiliser Business.

4. RATIONALE

Since the announcement of the Proposed Acquisitions on 23 December 2025, the global fertiliser industry has experienced heightened uncertainty arising from geopolitical developments, supply chain disruptions and fluctuations in raw material and logistics costs.

Following discussions between the parties, HIB has expressed its intention to retain PKF as part of its long-term strategy to strengthen the resilience of its fertiliser supply chain and support the continued development of its fertiliser business. Accordingly, the parties have mutually agreed to revise the Proposed Acquisitions such that the proposed acquisition of the entire equity interest in PKF by HGB will no longer proceed. The Revised Proposed Acquisitions will instead comprise the acquisition of the entire equity interest in PKFT and HFT only.

Notwithstanding the exclusion of PKF, the Board remains of the view that the Revised Proposed Acquisitions continue to support HGB Group's diversification strategy and provide HGB with meaningful exposure to the fertiliser industry through the acquisition of established fertiliser-related businesses with proven operating track records, existing customer relationships and experienced management teams.

Additionally, the exclusion of PKF has resulted in the reduction of the aggregate purchase consideration from RM120.00 million to RM54.50 million, thereby lowering HGB Group's immediate capital commitment and investment exposure while preserving the strategic objectives of the Proposed Diversification. The Board is of the view that the Proposed Diversification remains viable and commercially justifiable as PKFT and HFT continue to provide the Group with an established platform in the fertiliser industry.

Accordingly, the Board (save for the Interested Director) is of the view that the Revised Proposed Acquisitions are in the best interests of HGB and its shareholders.

5. EFFECTS OF THE PROPOSALS

5.1 Share capital

The Proposals will not have any effect on the issued share capital of the Company as the Proposals do not involve the issuance of new HGB Shares.

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5.2 NA and gearing

For illustrative purposes the pro forma effects of the Proposals on the NA and gearing of the Group, based on HGB's latest audited consolidated financial statements for FYE 31 December 2025 are as follows:

Notes:

(1) After deducting the estimated expenses of RM1.00 million in relation to the Proposals.
(2) Assuming the Purchase Consideration is fully funded by bank borrowings.
(3) Adjusted for Target Companies' borrowings of RM45.50 million as at 31 December 2025.

5.3 Earnings and EPS

As the Proposals are expected to be completed in the 2nd half of 2026, the Proposals are expected to contribute positively to the earnings and EPS of our Group for FYE 2026 and long-term future earnings of our Group.

For illustrative purposes, based on the latest audited consolidated financial statements of HGB for FYE 2025, the pro forma effects of the Proposals on the earnings and EPS of the Group, assuming that the Proposals had been completed at the beginning of the financial period, are as follows:

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Notes:

(1) Based on the latest audited PAT of the Target Companies for the FYE 2025, as detailed below:

For clarity, upon the completion of the Proposals, HGB will fully consolidate the profits of the Target Companies and separately disclose the profits attributable to non-controlling interests in the statement of profit or loss and other comprehensive income of the Company.

(2) Based on an indicative interest rate of 8.00% per annum on the bank borrowings to be obtained, assuming the Purchase Consideration is funded entirely by bank borrowings.

5.4 Substantial shareholders' shareholdings

The Proposals will not have any effect on the substantial shareholders' shareholdings of the Company.

1. HIGHEST PERCENTAGE RATIO APPLICABLE TO THE REVISED PROPOSED ACQUISITIONS

The highest percentage ratio applicable to the Revised Proposed Acquisitions pursuant to Paragraph 10.02(g) of the Listing Requirements is 23.69%, computed based on the NA of the Target Companies of RM62.45 million divided by the latest audited NA of the Group as at 31 December 2025 of approximately RM263.57 million.

1. CONDITIONALITY OF THE PROPOSALS

The Proposals are not conditional upon any other proposals undertaken or to be undertaken by the Company.

The Revised Proposed Acquisitions and the Proposed Diversification are inter-conditional upon each other. Additionally, SSA 1, SSA 2, Supplemental SSA 1 and Supplemental SSA 2 are inter-conditional upon one another.

1. APPROVALS REQUIRED

The Proposals are subject to the following approvals being obtained:

(a) the non-interested shareholders of HGB at an EGM to be convened; and
(b) any other relevant authorities, if required.

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9. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVE AND/OR PERSONS CONNECTED TO THEM

Save as disclosed below, none of the Directors, major shareholders and chief executive of the Company and/or persons connected to them have any interest, whether direct or indirect, in the Proposals:

(a) Hextar Holdings Sdn Bhd is a major shareholder of the Company via its direct shareholdings in the Company. Hextar Holdings Sdn Bhd is also a major shareholder of HIB via its direct shareholdings in HIB;

(b) Dato' Ong Choo Meng is a major shareholder of the Company via his direct shareholdings and indirect shareholdings in the Company through Hextar Holdings Sdn Bhd. He is also a major shareholder of HIB via his direct shareholdings and indirect shareholdings in HIB through Hextar Holdings Sdn Bhd; and

(c) Dato' Ong Soon Ho is the Non-Independent and Non-Executive Vice Chairman of the Company as well as a major shareholder of the Company via his indirect shareholdings in our Company through Hextar Holdings Sdn Bhd. He is also a major shareholder of HIB via his indirect shareholdings in HIB through Hextar Holdings Sdn Bhd.

(d) Ong Tzu Chuen is a shareholder of the Company. She is the daughter of Dato' Ong Soon Ho, the Non-Independent and Non-Executive Vice Chairman of the Company and sister of Dato' Ong Choo Meng, the major shareholder of the Company. She is also the Non-Independent Non-Executive Director of HIB.

In view of the interests of the Interested Director and Interested Major Shareholders, the Revised Proposed Acquisitions are deemed as related party transactions under Paragraph 10.08 of the Listing Requirements.

The shareholdings of the Interested Director, the Interested Major Shareholders and the Person Connected to them in the Company as at the LPD are as follows:

Notes:

(1) Based on the issued share capital of HGB of 3,850,234,552 shares (excluding 89,027,300 treasury shares).

(2) Deemed interested by virtue of his interest in Hextar Holdings Sdn Bhd pursuant to Section 8 of the Act.

(3) Deemed interested by virtue of the interests held through his son, Dato' Ong Choo Meng and his daughter, Ong Tzu Chuen pursuant to Section 59(11)(c) of the Act, and his interest in Hextar Holdings Sdn Bhd pursuant to Section 8 of the Act.

As such, the Interested Director has abstained and will continue to abstain from all deliberations and voting at the relevant board meetings in respect of the Proposals. In addition, the Interested Director will also abstain from voting and has undertaken to ensure that persons connected to them (if any) will abstain from voting in respect of their direct

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and/or indirect shareholdings in our Company on the resolutions pertaining to the Proposals to be tabled at the forthcoming EGM to be convened.

The Interested Major Shareholders will abstain from voting and undertake to ensure that persons connected to them (if any) will abstain from voting in respect of their direct and/or indirect shareholdings in HGB on the resolutions pertaining to the Proposals to be tabled at the forthcoming EGM to be convened.

10. AUDIT COMMITTEE'S STATEMENT

The Audit Committee of the Company, after having considered all aspects of the Revised Proposed Acquisitions, including but not limited to the salient terms of the SSA 1, SSA 2, Supplemental SSA 1 and Supplemental SSA 2, rationale of the Revised Proposed Acquisitions, basis and justification in arriving at the Purchase Consideration as well as the evaluation of the Independent Adviser, Strategic Capital Advisory Sdn Bhd, is of the view that the Revised Proposed Acquisitions are in the best interests of the Group, fair, reasonable and on normal commercial terms, and not detrimental to the interest of the non-interested shareholders of HGB.

11. DIRECTORS' STATEMENTS AND RECOMMENDATION

The Board (save for the Interested Director in relation to the Proposals), having considered all aspects of the Proposals, including but not limited to the salient terms of the SSA 1, SSA 2, Supplemental SSA 1 and Supplemental SSA 2, rationale, basis and justification in arriving at the Purchase Consideration as well as the evaluation of the Independent Adviser, Strategic Capital Advisory Sdn Bhd, is of the opinion that the Proposals are in the best interests of HGB Group.

12. ESTIMATED TIMEFRAME FOR COMPLETION

Barring any unforeseen circumstances, the Proposals are expected to be completed in 2nd half of 2026.

13. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the SSA 1, SSA 2, Supplemental SSA 1 and Supplemental SSA 2 and independent valuation report prepared by Eco Asia are made available for inspection at the registered office of HGB at B-21-1, Level 21, Tower B, Northpoint Mid Valley City, No. 1, Medan Syed Putra Utara, 59200 Kuala Lumpur during normal business hours from Monday to Friday (except public holidays) for a period of 3 months from the date of this Announcement.

This announcement is dated 23 June 2026.

APPENDIX I – SALIENT TERMS OF SUPPLEMENTAL SSA 1

The salient terms and conditions of the Supplemental SSA 1 are as follows:

1. Continued binding effect of SSA 1

Save as amended, removed and replaced by and in accordance with Supplemental SSA 1, all terms, covenants, conditions, obligations and provisions contained and subsisting in SSA 1 shall remain binding and enforceable and shall continue to be in full force and effect. SSA 1 and Supplemental SSA 1 shall, to the extent applicable, be read and construed as one instrument and SSA 1 shall be read, construed and enforceable together with Supplemental SSA 1.

1. Inconsistencies

In the event of any inconsistency between the provisions of SSA 1 and Supplemental SSA 1, the provisions of Supplemental SSA 1 shall prevail and supersede such inconsistent provisions of SSA 1.

1. Governing Law

Supplemental SSA 1 is governed by, and shall be construed in accordance with, the laws of Malaysia.

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APPENDIX II – SALIENT TERMS OF SUPPLEMENTAL SSA 2

The salient terms and conditions of the Supplemental SSA 2 are as follows:

1. Continued binding effect of SSA 2

Save as amended, removed and replaced by and in accordance with Supplemental SSA 2, all terms, covenants, conditions, obligations and provisions contained and subsisting in SSA 2 shall remain binding and enforceable and shall continue to be in full force and effect. SSA 2 and Supplemental SSA 2 shall, to the extent applicable, be read and construed as one instrument and SSA 2 shall be read, construed and enforceable together with Supplemental SSA 2.

1. Inconsistencies

In the event of any inconsistency between the provisions of SSA 2 and Supplemental SSA 2, the provisions of Supplemental SSA 2 shall prevail and supersede such inconsistent provisions of SSA 2.

1. Governing Law

Supplemental SSA 2 is governed by, and shall be construed in accordance with, the laws of Malaysia.

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