WILLOWGLEN MSC BERHAD (“WMSC” OR THE “COMPANY”)

I. PROPOSED DISPOSAL OF 25% EQUITY INTEREST IN WILLOWGLEN (MALAYSIA) SDN. BHD. (“WMSB”) TO ELIXIR II PTE. LTD. (“ELIXIR II”), FOR A CASH CONSIDERATION OF RM10.0 MILLION (“PROPOSED WMSB DISPOSAL”), TOGETHER WITH PROPOSED CALL AND PUT OPTION (AS DEFINED BELOW) ON THE REMAINING 75% EQUITY INTEREST IN WMSB AT AN EXERCISE PRICE OF RM30.0 MILLION;
II. PROPOSED DISPOSAL OF 100% EQUITY INTEREST IN WILLOWGLEN SERVICES PTE. LTD. (“WSPL”) TO ELIXIR II, FOR A CONSIDERATION OF RM175.2 MILLION TO BE SATISFIED VIA A COMBINATION OF CASH OF RM72.0 MILLION AND ISSUANCE OF NEW ORDINARY SHARES IN ELIXIR II OF RM103.2 MILLION (“PROPOSED WSPL DISPOSAL”);
III. PROPOSED PROVISION OF FINANCIAL ASSISTANCE TO ELIXIR II (“PROPOSED PROVISION OF FINANCIAL ASSISTANCE”); AND
IV. PROPOSED CHANGE OF NAME OF THE COMPANY FROM WILLOWGLEN MSC BERHAD TO WILLOWNEX BERHAD (“PROPOSED CHANGE OF NAME”)

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

1. INTRODUCTION

On behalf of the Board of Directors of WMSC (“ Board ”), Kenanga Investment Bank Berhad (“ Kenanga IB ”) wishes to announce the following:

(i) the Company had on 1 April 2026 entered into the following:
(a) a conditional share purchase agreement with Elixir II Pte. Ltd. (“ Elixir II ” or “ Purchaser ”) for the proposed disposal of its 25% equity interest in Willowglen (Malaysia) Sdn. Bhd. (“ WMSB ") (“ SPA 1 ”) for a cash consideration of RM10.0 million (“ WMSB Disposal Consideration ”) (“ Proposed WMSB Disposal ”);
(b) a conditional call and put option agreement (“ Option Agreement ”) with Elixir II for the grant of:
- a. a call option by WMSC to Elixir II to require WMSC to sell the remaining 75% equity interest in WMSB (“ Call Option ”); and
- b. a put option by Elixir II to WMSC to require Elixir II to acquire the remaining 75% equity interest in WMSB (“ Put Option ”),

both at an exercise price of RM30.0 million (“ Exercise Price ”) to be satisfied entirely in cash (“ Proposed Call and Put Option ”);

(c) a conditional share purchase agreement with Elixir I Pte. Ltd. (“ Elixir I ”) and Elixir II for the proposed disposal of its 100% equity interest in Willowglen Services Pte. Ltd. (“ WSPL ”) (“ SPA 2 ”) for a consideration of RM175.2 million (“ WSPL Disposal Consideration ”) to be satisfied via a combination of cash of RM72.0 million and issuance of new ordinary shares in Elixir II of RM103.2 million (“ Consideration Shares ”) (“ Proposed WSPL Disposal ”).

The Proposed WMSB Disposal and the Proposed WSPL Disposal shall collectively be referred to as “ Proposed Disposals ”.

The SPA 1 and SPA 2 shall collectively be referred to as the “ SPAs ”.

(ii) the Company proposes to provide financial assistance to Elixir II, which will be an associated company of the Company upon completion of the Proposed Disposals, by granting a share charge in favour of a financial institution over the entire Consideration Shares amounting to RM103.2 million to be received by the Company pursuant to SPA 2 for the purpose of partly satisfying the cash consideration payable by Elixir II to WMSC under the SPAs and Option Agreement;

As the estimated total quantum of the Proposed Provision of Financial Assistance exceeds 5% of the consolidated net tangible asset of WMSC and its subsidiaries (“ WMSC Group ” or “ Group ”) amounting to RM171.93 million based on the Group’s latest audited consolidated financial statements for the financial year ended 31 December (“ FYE ”) 2024, the Company proposes to seek its shareholders’ approval in a general meeting for the Proposed Provision of Financial Assistance pursuant to subaragraph 8.23(2)(c) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“ Bursa Securities ”) (“ Listing Requirements ”); and

(iii) pursuant to the post-closing obligation as set out in SPA 2, the Company proposes to change its name from Willowglen MSC Berhad to Willownex Berhad.

The Proposed Disposals and Proposed Call and Put Option are deemed a major disposal by the Company pursuant to subparagraph 10.02(eA) of the Listing Requirements as it involves the disposal of substantially all of its assets which may result in the Company being no longer suitable for continued listing on the Official List of Bursa Securities.

In addition, as the Proposed Disposals and Proposed Call and Put Option involve a disposal of the Group’s major business, upon completion of the Proposed Disposals, Bursa Securities may classify the Company as an “Affected Listed Issuer” under subparagraph 8.03A of the Listing Requirements (“ Affected Listed Issuer ”).

For the avoidance of doubt, the Proposed Disposals and Proposed Call and Put Option will not result in the Company being classified as a cash company under the Listing Requirements.

In view of the above, the Company had on 26 March 2026 appointed cfSolutions Sdn. Bhd. (“ cfSolutions ”) to act as the Independent Adviser to undertake the following in relation to the Proposed Disposals:

(i) comment as to whether the terms of Proposed Disposals, Proposed Call and Put Option and Proposed Provision of Financial Assistance are fair and reasonable in so far as the shareholders are concerned, including the reasons for the key assumptions made and the factors taken into consideration in forming that opinion; and
(ii) advise the shareholders of the Company whether they should vote in favour of the Proposed Disposals, Proposed Call and Put Option and Proposed Provision of Financial Assistance.

In addition, in accordance with Paragraph 4 of Part F of Appendix 10B of the Listing Requirements, cfSolutions has also been appointed as the independent expert to provide its opinion on the fairness of the Consideration Shares to be received pursuant to the Proposed WSPL Disposal.

The structure of WMSC Group before and after the Proposed Disposals and Proposed Call and Put Option is as illustrated below:

Before the Proposed Disposals and Proposed Call and Put Option

PME
100%
WMSC Other
Elixir I
shareholders
97.81% 2.19%
100% 100%
Other subsidiaries
WMSB WSPL Elixir II
and associates
100%
Excel Marco
Group

After the Proposed Disposals and Exercise of the Proposed Call and Put Option

PME
100%
Other
Elixir I WMSC
shareholders
60.80% 1.40% ~37.80%*
Other subsidiaries
Elixir II
and associates
100% 100% 100%
Excel Marco
WMSB WSPL
Group

Note:

The Consideration Shares of approximately 37.8% may vary by reference to any amount of additional issuance of shares by Elixir II to Elixir I, provided that the shareholding of the Company in Elixir II shall not fall below 33%.

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

2. DETAILS OF THE PROPOSED DISPOSALS AND PROPOSED CALL AND PUT OPTION

(i) Proposed WMSB Disposal

The Proposed WMSB Disposal entails the disposal by the Company to Elixir II of 10,000,000 ordinary shares in WMSB, representing 25% equity interest in WMSB for the WMSB Disposal Consideration of RM10.0 million in cash.

As set out below, the Company has also entered into the Option Agreement with Elixir II in relation to the remaining 75% equity interest in WMSB.

(ii) Proposed WSPL Disposal

The Proposed WSPL Disposal entails the disposal by the Company to Elixir II of its entire 2,000,002 ordinary shares in WSPL, representing 100% equity interest in WSPL for a consideration of RM175.2 million to be satisfied via a combination of cash and Consideration Shares in the manner below:

(a) cash consideration of RM72.0 million; and
(b) the remaining amount of RM103.2 million shall be satisfied by way of the issuance to the Company of such number of new ordinary shares in Elixir II equivalent to approximately 37.8% equity interest in Elixir II, as determined in accordance with the terms of SPA 2 by reference to the indicative share capital of the Elixir II post-Closing following a maximum of SGD35 million financing.

The number of Consideration Shares and the corresponding equity interest of the Company in Elixir II may vary, by reference to any amount of additional shares issuance by Elixir II to Elixir I, provided always that the Company’s shareholding in Elixir II shall not fall below 33%.

(iii) Proposed Call and Put Option

The Proposed Call and Put Option entails the grant of the Call Option and Put Option in respect of the Company’s remaining 75% equity interest in WMSB, both at an exercise price of RM30.0 million, payable by Elixir II to WMSC as follows:

(a) RM30.0 million less RM1 to be paid by Elixir II to WMSC as a refundable deposit upon the granting of the Call Option and Put Option on completion of the Proposed Disposals; and
(b) the balance of RM1 to be paid by Elixir II to WMSC upon the exercise of the Call Option or Put Option.

The Call Option may be exercised by Elixir II, and the Put Option may be exercised by WMSC, in either case at any time from 1 January 2027 up to the date falling 24 months commencing from the completion of the Proposed WMSB Disposal. Upon the exercise and completion of the Call Option or Put Option, as the case may be, WMSB will become a wholly-owned subsidiary of Elixir II.

WMSB and WSPL shall collectively be referred to as “ Target Companies ”.

Collectively, the WMSB Disposal Consideration, WSPL Disposal Consideration and the Exercise Price amount to RM215.20 million and they shall collectively be referred to as “ Disposal Considerations ”.

The Target Companies represent the entire core business of WMSC Group and they are principally engaged in the research, development and supply of computer-based control systems. Upon the completion of the Proposed Disposals and the Proposed Call and Put Option, the Target Companies shall cease to be subsidiaries of WMSC and WMSC will not have any core business.

In addition, pursuant to the terms of the SPA 2, WMSC shall enter into the following agreements, which will come into force upon completion of the Proposed Disposals:

(i) a management services agreement with WSPL to provide certain management services to WSPL on a transitional basis at an annual fee of RM1.5 million over a period of 3 years, representing a total fee of RM4.5 million payable by WSPL or its affiliate to WMSC (“ MSA ”); and
(ii) shareholders' agreement with Tan Keng Hwee, Xia Bofeng, Phua Koon Teck, PME I Holding Pte. Ltd. (“ PME ”), Elixir I and Elixir II in relation to Elixir II to regulate the affairs of Elixir II and the respective rights of the shareholders following completion of the Proposed Disposals (“ SHA ”).

Further, pursuant to SPA 2, the Company guarantees that:

(i) the audited net profit after tax of WMSB for the FY2026 (after excluding agreed items to arrive at the adjusted net profit) shall be zero or positive (“ Adjusted Net Profit ”); and
(ii) the net profit or loss after tax attributable to material projects of WMSB on a consolidated basis shall be zero or positive (“ Consolidated Net Profit of the Material Projects ”),

whereby in the event the Adjusted Net Profit or the Consolidated Net Profits of the Material Projects is negative, the Company shall compensate Elixir II (or WMSB, at the Elixir II’s election) for the shortfall (“ Zero Loss Guarantees ”).

Besides that, for the Adjusted Net Profit, if the Purchaser or WMSB recovers any amount from third parties, the Company will be reimbursed or compensated for such amount.

As for the Consolidated Net Profit of the Material Projects, if the Purchaser or WMSB recovers any amount from third parties, the Company will be reimbursed or compensated for such shortfall amount only.

The salient terms of the SPAs, Option Agreement, MSA and SHA (collectively referred to as “ Agreements ”) are set out in Appendix I of this announcement.

2.1 Information on the Target Companies

2.1.1 Willowglen (Malaysia) Sdn. Bhd.

WMSB was incorporated on 18 July 1995 as a private limited company in Malaysia under the Companies Act 1965 and deemed registered under the Companies Act 2016. WMSB is principally involved in the sales, implementation and maintenance of computer-based control systems.

As at 27 March 2026, being the latest practicable date of this announcement (“ LPD ”), the issued share capital of WMSB is RM40,000,000, comprising 40,000,000 ordinary shares and it is a wholly-owned subsidiary of WMSC. The directors of WMSB are Simon Wong Chu Keong and Wong Ah Chiew.

As at the LPD, WMSB does not have any subsidiary or associated company.

Please refer to Appendix II of this announcement for the summary of financial results of WMSB.

2.1.2 Willowglen Services Pte. Ltd.

WSPL was incorporated on 16 December 1986 as a private limited company in Singapore under the Companies Act 1967 of Singapore. WSPL is principally involved in computer facilities management activities and installation of building automation systems for remote monitoring.

As at the LPD, the issued share capital of WSPL is SGD2,000,002, comprising 2,000,002 ordinary shares and it is a wholly-owned subsidiary of WMSC. The directors of WSPL are Simon Wong Chu Keong, Tan Jun and Wong Ah Chiew.

As at the LPD, the subsidiaries and associated company of WSPL are as follows:

Subsidiaries/Associated company	Country of incorporation	Equity interest	Principal activity
Willowglen Asia Pte Ltd (“WASIA”)	Hong Kong	50%	Investment holding
WLG Solutions Pte Ltd (“WLG”)	Singapore	100%	Investment holding
Held by WASIA
Willowglen System Inc. (“WSI”)	Canada	60%⁽¹⁾	Development and sale of industrial automation systems and related products
Held by WLG Willowglen Vietnam Co., Ltd (“WVIET”)	Vietnam	100%	Design, supply, consultancy, installation, engineering services and maintenance of computer hardware and software

*Note:*

(1) WSI is classified as an associated company of WMSC Group. Although WMSC Group holds a 60% equity interest in WSI, it holds less than half of the voting rights and does not exercise control over WSI as WMSC Group does not have majority representation on WSI’s board of directors and is restricted from participating in WSI’s strategic policy decisions.

Please refer to Appendix II of this announcement for the summary of financial results of WSPL, WASIA, WLG, WSI and WVIET.

2.2 Information on Elixir II

Elixir II was incorporated on 27 November 2024 as a private limited company in Singapore under the Companies Act 1967 of Singapore and commenced operations on the date of its incorporation.

As at the LPD, the issued share capital of Elixir II is SGD16,575,001, comprising 14,780,834 ordinary shares. Elixir II is an investment holding company and serves as a special purpose vehicle holding Excel Marco Industrial Systems Pte. Ltd., EM Industrial Automation Sdn. Bhd., and Excel Marco China Automation & Control Pte. Ltd. (collectively referred to as the “ Excel Marco Group ”), which primarily provides process control and safety system solutions, automation and control systems, digital and Industrial Internet of Things (“ IIoT ”) solutions, and Operational Technology cybersecurity services.

Elixir II is a 97.81%-owned subsidiary of Elixir I Pte. Ltd. (“ Elixir I ”), which is in turn a whollyowned subsidiary of PME.

As at the LPD, the shareholders of Elixir II are as follows:

Shareholders	Number of shares	Shareholdings (%)
Elixir I	14,457,501	97.81%
Tan Keng Hwee	173,333	1.17%
Xia Bofeng	125,000	0.85%
Phua Koon Teck	25,000	0.17%

As at the LPD, the directors of Elixir II are Goh Soo Jin (Wu Shuren) (" Goh Soo Jin ") and Paul Randy Teo Boon Cheong (“ Randy Teo ”).

PME is a wholly-owned subsidiary of PrimeMovers Equity Fund I LP (“ PrimeMovers Fund LP ”). Both PME and PrimeMovers Fund LP are managed and controlled by PrimeMovers Equity (S) Pte. Ltd. (“ PrimeMovers ”). As at LPD, PrimeMovers is the general partner of PrimeMovers Fund LP, and the directors of PrimeMovers are Goh Soo Jin and Randy Teo.

PrimeMovers is a Singapore-based private equity investment management firm holding a capital markets services license for fund management issued by the Monetary Authority of Singapore. PrimeMovers is co-founded by Goh Soo Jin and Randy Teo. PrimeMovers focuses on mid-market investments in Southeast Asia and seeks to partner entrepreneurs and management to grow and transform businesses through operation.

PrimeMovers is principally engaged in private equity services, with portfolio companies involved in industrial automation and engineering solutions, precision die-casting and machining for electronics and automotive sectors, sheet-metal fabrication for semiconductor applications, and digital transformation and IT services with operations across Singapore, Malaysia, the Philippines, Vietnam and the People’s Republic of China.

As at the LPD, the subsidiaries of Elixir II are as follows:

Subsidiaries	Country	Equity interest	Principal activities
Excel Marco Industrial Systems Pte. Ltd. (“EMIS”)	Singapore	100%	Manufacture and repair of process, automation and safety control system, instrument and related components for oil and gas industry and infrastructure projects; process and industrial plant engineering design and consultancy services.
Held by EMIS
EM Industrial Automation Sdn Bhd (“EMIA”)	Malaysia	100%	Provision of other architectural and engineering activities and related technical consultancy N.E.C. and business management consultancy services

Subsidiaries	Country	Equity interest	Principal activities
Excel Marco China Automation & Control Pte. Ltd. (“EMCA”)	People’s Republic of China	100%	Manufacture of automation control systems, instruments and related components for ships, the development of related computer software, the sale of self- manufactured products and the provision of related after-sales services. Wholesale, import and export and commission agency (excluding auction) of such products and similar goods, together with the provision of related supporting services.

Elixir II and its subsidiaries shall collectively be referred to as “ Elixir II Group ”.

Please refer to Appendix III of this announcement for the summary of financial results of the Elixir II.

2.3 Basis and justification of the Disposal Considerations

The Disposal Considerations were arrived at on a willing-buyer willing-seller basis after taking into consideration the following:

(i) the adjusted historical earnings before interest, tax, depreciation and amortisation (“ Adjusted EBITDA ”) of the Target Companies for the audited FYE 2024 and unaudited FYE 2025 of approximately RM21.23 million and RM14.44 million, respectively;

	Target Comp	anies
	FYE 2024 (Audited)	FYE 2025 (Unaudited)
	RM’ million	RM’ million
EBITDA	10.02	29.35
Adjustments for:
- Non-recurring exceptional	(3.83)	(9.06)
income⁽¹⁾
- Non-recurring exceptional expenses⁽²⁾	19.50	0.03
- Reallocation of research and development cost⁽³⁾	(4.46)	(5.88)
	21.23	14.44

Notes:

‑
(1) Non recurring exceptional income primarily comprises the waiver of inter company debt owed by WMSB to WMSC, gain on disposal of property, plant and equipment and government support income.
(2) Primarily relates to the reversal of provision of impairment in WSI.
(3) Relates to the reallocation of research and development costs attributable to the Target Companies, but was recognised at WMSC level.

(ii) the rationale for the Proposed Disposals and Proposed Call and Put Option as set out in Section 5 of this announcement.

The Disposal Considerations represent an implied enterprise value (“ EV ”)/EBITDA of 8.34 and 13.01 times for FYE 2024 and FYE 2025 respectively, computed based on the following:

	Target Compan	ies
EV/EBITDA	FYE 2024 (Audited)	FYE 2025 (Unaudited)
	RM’ million	RM’ million
Equity value	215.20	215.20
- Add: Debt	9.86	7.94
- Less: Cash	(47.92)	(35.31)
Implied EV	177.14	187.83
Adjusted EBITDA	21.23	14.44
Implied EV/EBITDA (times)	8.34	13.01

2.4 Basis and justification for the issue price of the Consideration Shares

The issue price of the Consideration Shares was arrived at on a willing-buyer willing-seller basis after taking into consideration the following:

(i) the adjusted EBITDA of the Elixir II Group based on its unaudited financial statements for the FYE 2024 and FYE 2025 of approximately of RM16.61 million and RM19.15 million respectively;

	Elixir II Gr	oup
	FYE 2024 (Unaudited) (1)	FYE 2025 (Unaudited)⁽¹⁾
	RM’ million	RM’ million
EBITDA	12.22	19.25
Adjustments for:
- Non-recurring exceptional	(1.08)	(0.10)
income⁽²⁾
- Non-recurring exceptional	5.47	-
expenses⁽³⁾
	16.61	19.15

Notes:

(1) The FYE 2024 results are based on the aggregated audited financial statements of EMIS, EMIA and EMCA and unaudited financial statement of Elixir II as no audited consolidated financial statements were prepared for the Elixir II Group for the FYE 2024.
(2) Non recurring exceptional income primarily comprises the gain on disposal of property, plant and equipment and other income.
(3) Primarily comprises of one-off losses incurred in relation to specific projects.

(ii) rationale of the Proposed Disposals and Proposed Call and Put Option as set out in Section 5 of this announcement; and

(iii) prospects of Elixir II as set out in Section 6.5 of this announcement.

Pursuant to Proposed WSPL Disposal, Elixir II shall issue to the Company the Consideration Shares of RM103.2 million. The number of Consideration Shares and the corresponding equity interest in Elixir II may vary, by reference to any amount of additional shares issuance by Elixir II to Elixir I, provided always that the Company’s shareholding in Elixir II shall not fall below 33%.

For illustrative purposes, assuming no additional shares issuance by Elixir II to Elixir I, the Consideration Shares shall represent approximately 37.8% equity interest in Elixir II, valued at approximately RM169.88 million. This implies an EV/EBITDA of 7.00 and 6.76 times for the FYE 2024 and FYE 2025 respectively, computed based on the following:

	Elixir II Gro	up
EV/EBITDA	FYE 2024 (Unaudited)	FYE 2025 (Unaudited)
	RM’ million	RM’ million
Equity value	169.88	169.88
- Add: Debt	4.92	3.71
- Less: Cash	(58.57)	(44.10)
Implied EV	116.23	129.49
Adjusted EBITDA	16.61	19.15
Implied EV/EBITDA (times)	7.00	6.76

2.5 Ranking of the Consideration Shares

The Consideration Shares shall rank equally in all respects with the existing issued ordinary shares in Elixir II, save and except that the Consideration Shares shall not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid to the shareholders of Elixir II, the entitlement date of which is prior to the date of allotment and issuance of the Consideration Shares.

2.6 Mode of settlement for the Disposal Considerations

	Cash	Consideration Shares	Total
		RM’ million
WMSB Disposal Consideration	10.0	-	10.0
WSPL Disposal Consideration	72.0	103.2	175.2
Exercise Price of the Call and Put Option	30.0	-	30.0
Total	112.0	103.2	215.2

(i) WMSB Disposal Consideration

In accordance with the SPA 1, the WMSB Disposal Consideration shall be satisfied via a cash consideration of RM10.0 million.

(ii) WSPL Disposal Consideration

In accordance with the SPA 2, the WSPL Disposal Consideration shall be satisfied via a combination of cash and Consideration Shares, as follows:

(a) cash consideration of RM72.0 million; and
(b) the remaining amount of RM103.2 million shall be satisfied by way of the issuance to the Company of such number of new ordinary shares in Elixir II equivalent to approximately 37.8% equity interest in Elixir II, as determined in accordance with the terms of SPA 2 by reference to the indicative share capital of the Elixir II post-Closing following a maximum of SGD35 million financing.

(iii) Exercise Price of the Call and Put Option

In accordance with the Option Agreement, the Exercise Price of RM30.0 million shall be payable as follows:

(a) RM30.0 million less RM1 to be paid by Elixir II to WMSC as a refundable deposit upon the granting of the Call Option and Put Option on completion of the Proposed WMSB Disposal; and
(b) the balance of RM1 to be paid upon the exercise of the Call Option and Put Option.

Following closing, the parties will prepare and agree on draft completion statements for the Target Group and the Excel Marco Group within 30 business days. Based on the differences between the estimated and actual net cash and working capital positions of (a) the Target Group Companies and (b) the Excel Marco Group (together with Elixir II), the Company and Elixir I shall, as applicable, make the necessary balancing payments in cash to each other. Further information on the post-completion adjustments are set out in Section 3.7 of Appendix I of this announcement.

2.7 Original costs and dates of investment

The original costs and dates of investment in the Target Companies are as follows:

(i) WMSB

Date of investment	Cost of investment (RM)
9 October 2000	4,556,249
19 November 2004	1,400,000
8 June 2016	15,000,000
28 July2023	20,000,000
Total	40,956,249

(ii) WSPL

Date of investment	Cost of investment (RM)
9 October 2000	9,958,593
29 October 2012	1,252,151
Total	11,210,744

2.8 Financial resources

The Disposal Considerations will be satisfied via a combination of cash payment and issuance of Consideration Shares. The Purchaser intends to finance the cash payment via bank borrowing and internal generated funds. In addition, pursuant to the condition precedents of SPA 2, the Purchaser shall obtain financing for the cash consideration and if this is not fulfilled by the Purchaser, the Purchaser will pay WMSC a break fee amounting to USD 1 million as agreed liquidated damages. Nonetheless, based on the latest available financial statements of Elixir II, the Board is satisfied that Elixir II has sufficient financial resources to finance the acquisition of the Target Companies.

2.9 Liabilities to be assumed by WMSC

Save as disclosed below, there are no other liabilities, including contingent liabilities and/or guarantees to be assumed by WMSC:

(i) the Zero Loss Guarantee in respect of WMSB;

(ii) any waiver of outstanding amounts owed by the Target Companies to the Company, pursuant to the pre-closing obligations under the SPA 2. As at the LPD, such net outstanding amounts to be waived by the Company is estimated to be approximately RM15 million; and
(iii) the granting of a share charge in favour of a financial institution over the Consideration Shares in relation to the Proposed Provision of Financial Assistance.

2.10 Listing and quotation of the Consideration Shares

The Consideration Shares to be issued to WMSC will not be listed on any stock exchange.

3. DETAILS OF THE PROPOSED PROVISION OF FINANCIAL ASSISTANCE

Upon completion of the Proposed WSPL Disposal, WMSC will grant a share charge in favour of a financial institution over all the Consideration Shares of RM103.2 million to be received by WMSC. Elixir I will, together with WMSC, grant a share charge over its shares in Elixir II, to enable Elixir II to obtain banking facilities of up to SGD35 million to partly satisfy the cash consideration payable under the SPAs and Option Agreement.

The Proposed Provision of Financial Assistance is an integral component of the overall transaction structure at current agreed valuation, whereby without it, Proposed Disposals may not proceed or may only be achieved at a lower value.

As the estimated value of the Consideration Shares to be charged of RM103.2 million exceeds 5% of the WMSC Group’s net tangible assets as at 31 December 2024, the Proposed Provision of Financial Assistance requires shareholders’ approval pursuant to Paragraph 8.23(2)(c) of the Listing Requirements.

The share charge will remain in effect until Elixir II has fully settled the banking facility, after which the Consideration Shares will be released to WMSC free of encumbrances.

4. DETAILS OF THE PROPOSED CHANGE OF NAME

The Company proposes to change its name from Willowglen MSC Berhad to Willownex Berhad. Pursuant to the post-closing obligation as set out in SPA 2, the Proposed Change of Name is a requirement under the SPA 2 and, if approved by the shareholders, will be effective from the date of issuance of the Notice of Registration of New Name by the Companies Commission of Malaysia (“ CCM ”).

5. RATIONALE FOR THE PROPOSALS

5.1 Proposed Disposals and Proposed Call and Put Option

The Proposed Disposals and Proposed Call and Put Option represents an integration of the complementary capabilities of the WMSC Group and Excel Marco Group across the industrial automation value chain. WMSC Group is principally engaged in the research, development and supply of computer-based control systems and focuses on among others, Integrated Supervisory Control System (“ ISCS ”), Security Screening System (“ SSS ”) and Integrated Monitoring System (“ IMS ”) for water, wastewater and infrastructure applications, while Excel Marco Group specialises in designing and implementing Process Control & Process Safety System, Automation and Control System, Digital & IIoT and Operational Technology (OT) Cyber Security for sectors such as oil & gas, marine, and manufacturing, supported by an experienced management team and a skilled technical workforce. The combination enables the enlarged group to deliver a full suite of solutions, from front-end engineering design and instrumentation to control systems, software integration and lifecycle maintenance, strengthening execution capability across both infrastructure and industrial projects.

After the completion of the Proposed Disposals, the Company will hold a meaningful interest of up to 37.8% of the enlarged Elixir II Group. The enlarged group is expected to benefit from an expanded client base across Malaysia, Singapore and the region, enhancing its ability to secure larger and more complex contracts. The combination also enhances technical depth and project delivery capacity, positioning the enlarged Elixir II Group to better meet evolving client requirements and to compete more effectively for long-term infrastructure and industrial automation opportunities. Please refer to the prospects of Elixir II as set out in Section 6.5 of this announcement.

In addition, through the Proposed Disposals and Proposed Call and Put Option, the Company is expected to realise a net disposal gain of approximately RM145.2 million (as set out in Section 10 of this announcement) and receive immediate cash proceeds of RM112.0 million while retaining a significant minority equity interest in the enlarged Elixir II Group through the Consideration Shares, thereby allowing the Company and its shareholders to continue participating in the future growth, earnings and value creation of the combined entities.

The cash proceeds will provide the Company with capital to pursue its growth strategy, to be deployed towards the acquisition of new businesses to be identified, as set out in Section 7 of this announcement. In addition, shareholders may also receive a direct return of capital, as a portion of the proceeds is earmarked for a dividend of 5 sen per WMSC share, which is expected to be paid within 2 months from the completion of the Proposed Disposals, subject to compliance with applicable requirements.

After considering the commercial and financial implications of the Proposed Disposals and Proposed Call and Put Option, the Board is of the view that the Proposed Disposals and Proposed Call and Put Option are in the best interests of the Company and its shareholders.

5.2 Proposed Provision of Financial Assistance

The Proposed Provision of Financial Assistance, which entails the granting of a share charge in favour of the financial institution over the Consideration Shares to be issued to WMSC. Elixir I will, together with WMSC, grant a share charge over its shares in Elixir II, to enable Elixir II to obtain banking facilities of up to SGD35 million to partly satisfy the cash consideration payable under the SPAs and Option Agreement.

Notwithstanding the share charge to be granted by the Company in favour of a financial institution, it should be noted that:

(i) the Company’s economic interest and participation in the enlarged Elixir II Group’s future performance remain preserved;
(ii) the Company will continue to benefit from protections, including board representation and reserved matters under the SHA, allowing oversight of Elixir II’s financial and operational position;
(iii) the gearing level of the enlarged Elixir II Group is reasonable, mitigating enforcement risk on the charged shares; and
(iv) the Proposed Provision of Financial Assistance does not constitute a disproportionate support by the Company. Both the Company and Elixir I will charge all the Elixir II shares held by them, ensuring equitable treatment among shareholders.

The Board has carefully evaluated the commercial and transactional context of the Proposed Disposals and Proposed Call and Put Option, and is of the view that the Proposed Provision of Financial Assistance is fair and reasonable and in the best interest of the Company and its shareholders.

5.3 Proposed Change of Name

The Proposed Change of Name is to satisfy the requirement under the terms of the SPA 2. In addition, the Proposed Change of Name will enable the Company to have a new corporate identity to better reflect its future new core business and undertakings after the Proposed Disposals.

6. INDUSTRY OVERVIEW AND PROSPECTS

6.1 Overview and outlook of the Malaysia economy

Global economic growth is expected to continue growing at a more moderate pace in 2026 (2.7%– 3.2%; 2025: 3.4%), supported by resilient domestic demand including robust investment in technology and digitalisation, particularly artificial intelligence. The prevailing monetary policy condition and fiscal support are expected to provide an additional lift to economic activity. Nonetheless, global growth is expected to face ongoing headwinds from the impact of higher tariffs, the uncertainty surrounding them, as well as heightened geopolitical conflict in the Middle East.

(Source: Economic and Monetary Review 2025, Ministry of Finance Malaysia)

The Malaysian economy advanced by 6.3% in the fourth quarter of 2025 (3Q 2025: 5.4%), driven mainly by domestic demand. Growth in household spending was higher, driven by positive labour market conditions and income-related policy support. The strong investment growth was underpinned by stronger machinery and equipment spending, particularly for data centres, and ongoing implementation of multi-year projects by both the private and public sectors. In the external sector, exports continued to strengthen, led mainly by stronger exports of electrical and electronics (“ E&E ”) goods. Inbound tourism and information and communication technology (“ ICT ”)-related services also contributed to services exports growth and surplus in the current account balance. Meanwhile, imports remained strong driven by the rebound in intermediate goods to support economic activity and productive capital-related goods reflecting the realisation of ongoing investment projects.

On the supply side, growth was mainly accounted for by the expansion in the services and manufacturing sectors. Higher growth in the services sector was mainly driven by consumerrelated subsectors, government services as well as ICT subsector following the operationalisation of data centres. In the manufacturing sector, performance was driven by stronger production in the E&E sub-sector induced by higher demand from the global technology expansion, alongside the increased output of consumer-related goods. Meanwhile, the agriculture sector strengthened, reflecting higher growth for palm oil amid less severe floods compared to last year. On a quarter-on-quarter, seasonally-adjusted basis, growth expanded by 0.8% (3Q 2025: 2.7%).

Headline inflation remained stable at 1.3% (3Q 2025: 1.3%) while core inflation increased to 2.3% (3Q 2025: 2%). The increase was mainly driven by faster price increases in certain core items (e.g. jewellery and watches) and base effects from mobile communication services inflation. This was largely offset by lower prices for selected administered items, particularly for electricity (-10.3%; 3Q 2025: -4.6%) and petrol (-2%; 3Q 2025: -0.6%), in line with larger discounts related to electricity generation costs during the quarter and the targeted RON95 fuel subsidy implemented beginning October 2025. Inflation pervasiveness, measured by the share of consumer price index (“ CPI ”) items registering monthly price increases, declined to 39.6% during the quarter (3Q 2025: 43.8%), remaining below the historical fourth-quarter average of 41.7%. In line with previous expectations, headline and core inflation in 2025 averaged at 1.4% and 2%, respectively (2024: headline and core inflation both averaged at 1.8%).

In the fourth quarter of 2025, the ringgit’s nominal effective exchange rate (“ NEER ”) appreciated by 3.8% against currencies of Malaysia’s major trading partners. The ringgit appreciated by 3.9% against the United States dollar (“ USD ”). These movements were driven by both external and domestic factors. On the external front, the narrowing of interest rate differentials following the US Federal Reserve’s policy rate cuts in October and December has supported the ringgit during the quarter. In addition, the ringgit’s appreciation was driven by lower tariff-related uncertainties as the US concluded trade agreements with several of its trading partners in the region, including Malaysia. Domestically, Malaysia’s positive economic prospects, underpinned by reform efforts, have continued to reinforce investor confidence and improved overall sentiment in domestic financial markets.

For 2025, the ringgit appreciated by 10.2% against the USD while the ringgit’s NEER appreciation was at 6.3%. Moving forward, movements in the ringgit will continue to be influenced by external factors. Nonetheless, resilient domestic fundamentals are expected to provide enduring support to the ringgit. Furthermore, the coordinated efforts by the Government and Bank Negara Malaysia (“ BNM ”) will continue to encourage healthy two-way flows in the domestic financial markets. These ongoing efforts include the Qualified Resident Investor programme that offers resident corporates the flexibility to reinvest abroad, and proactive engagements with investors, exporters, and importers. BNM will also continue to ensure the orderly functioning of the domestic foreign exchange market.

Credit growth to the private non-financial sector moderated to 5.4% in the fourth quarter of 2025 (3Q 2025: 6%) following slower expansion in outstanding loans (5%; 3Q 2025: 5.6%) and corporate bonds (6.9%; 3Q 2025: 7.3%). Growth in business loans moderated to 3.9% (3Q 2025: 5.5%), mainly reflecting slower loan growth for working capital purposes among SMEs (4.3%; 3Q 2025: 6%). Business loan growth for investment-related purposes also eased but remained above its long-term average. On a quarterly basis, loan disbursements expanded across SMEs and non-SMEs (RM393.5 billion; 3Q 2025: RM376.9 billion). For households, loan growth remained stable at 5.6% (3Q 2025: 5.7%), with sustained loan growth across most purposes.

(Source: Economic and Financial Developments in Malaysia in the Fourth Quarter of 2025, Bank Negara Malaysia)

6.2 Overview and outlook of the Singapore economy

Economic activity in Singapore’s major trading partners remained resilient in the last quarter of 2025, buoyed by the Artificial Intelligence (“ AI ”)-related investment boom and reduction in trade policy uncertainty. This year, global growth is expected to ease modestly, as the lagged effects of higher tariffs weigh on final demand and trade. Nevertheless, the extent of the global economic moderation could be mitigated by supportive fiscal and monetary policies. In the near term, the global AI capex upcycle should also continue apace, and provide strong support for economies plugged into the electronics supply chain.

In line with the global economic backdrop, advance estimates from Ministry of Trade & Industry (“ MTI ”) show that the Singapore economy grew by 1.9% on a quarter-on-quarter seasonallyadjusted basis in Q4 2025, following the 2.4% expansion in the preceding quarter. Growth came in stronger than projected, largely due to robust performance of the manufacturing and services segments that are closely tied to the global technology cycle.

In the near term, Singapore’s gross domestic product (“ GDP ”) growth should be resilient, although uncertainties to the outlook remain. The expansion in the trade-related sectors is likely to be underpinned by continuing near-term strength in the global AI-driven capex cycle. Growth in non-technology-related segments is also forecast to be firm: financial services should be supported by steady lending and capital market activity, while the construction sector will benefit from a continuing pipeline of public and private projects. For the full year, GDP growth is expected to ease relative to the stronger outturn in 2025, with the positive output gap projected to narrow over the course of the year.

Monetary Authority of Singapore (“ MAS ”) core inflation rose to 1.2% year-on-year (“ y-o-y ”) in Q4 2025, from 0.4% in the preceding quarter. The step-up in inflation partly reflected increases in the cost of private health insurance and holiday expenses, as well as the dissipation of base effects associated with enhanced subsidies. Beyond these temporary factors, inflation momentum also picked up from low levels across most core goods and services, in line with an uptick in regional prices and domestic wage increases. For 2025 as a whole, MAS core inflation came in at 0.7%, considerably lower than 2.8% in 2024.

Core inflation is expected to increase modestly in the near term. This will reflect a pick-up in services unit labour costs growth from its subdued pace earlier in 2025. At the same time, the recent rise in services productivity could be sustained, dampening the extent of cost increases. Meanwhile, imported inflation should remain contained. Global oil and food commodity prices are projected to decline this year, albeit at a progressively slower pace over the quarters. Regional consumer price inflation is forecast to only edge up, as subdued producer prices in Asia continue to dampen cost pressures.

The forecasts for MAS core inflation and CPI-All Items inflation for 2026 have both been raised to 1.0–2.0%, from 0.5–1.5% in the October 2025 Monetary Policy Statement. On average over 2026, core inflation momentum is expected to come in at a pace that is slightly below trend. CPI-All Items inflation would additionally reflect subdued accommodation costs with the continued passthrough of weaker housing rental growth of the past year.

The risks to the growth and inflation outlook are tilted to the upside at this point. Persistently stronger-than-expected GDP growth could lead to higher wage growth and boost consumer sentiment, exacerbating demand-pull inflationary pressures. Supply shocks, including those triggered by geopolitical developments, risk lifting imported costs. Nevertheless, some downside risks are also present, reflecting underlying fragilities in the global economy. For instance, a sharp correction in global financial markets or an abrupt pullback in global AI-related investment would induce a faster pace of easing in growth and consequently lower inflation.

MAS had kept the NEER policy band on an appreciating slope in July and October last year. Following the strong performance in 2025, growth this year is expected to remain resilient and the output gap positive for the year as a whole. After a period of weakness, underlying price pressures are returning closer to trend. MAS core inflation is projected to normalise in 2026 and average 1.0–2.0%.

MAS will therefore maintain the prevailing rate of appreciation of the NEER policy band. There will be no change to its width and the level at which it is centred. MAS is in an appropriate position to respond effectively to any risk to medium-term price stability and will continue to closely monitor economic developments amid uncertainties in the external environment.

(Source: MAS, Macroeconomic Review Volume XXV Issue 1, Jan 2026)

6.3 Overview and outlook of information and communication industry in Malaysia

The information and communication subsector is expected to grow 4.3%, mainly driven by expansion in AI technologies, data centre and cloud computing capacities as well as continued government support through comprehensive digital policies and infrastructure upgrades. In addition, the subsector will be fuelled by higher social commerce activities via various social platforms as well as subscriptions of over-the-top (OTT) media services for e-sports and entertainment. Major sporting events such as the 2026 FIFA World Cup, BWF Thomas & Uber Cup 2026 and the 2026 Commonwealth Games will increase the number of subscribers, further boosting the subsector.

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

6.4 Overview and outlook of engineering industry in Singapore

Singapore’s manufacturing and trade activity was underpinned by strong outturns in the biomedical and electronics industries in Q4 2025, Growth of the Index of Industrial Production accelerated to 19% y-o-y in Q4, with the biomedical cluster surging by 46% y-o-y, on account of higher production of active pharmaceutical ingredients. This uptick in production took place alongside an increase in domestic exports of pharmaceuticals in Q4, largely to the United States and Belgium. Meanwhile, the electronics cluster expanded by 25% y-o-y in Q4, with the strength in the information communication and consumer electronics segment driven by higher output of server-related products, as demand for AI-related infrastructure by data centre hyperscalers continued to increase. Concomitantly, DX for server-related products saw an uptick in Q4, driven by higher volumes across existing export markets, as well as some new ones. At the same time, production in the semiconductors segment grew by 21%, in part supported by AIrelated demand. Meanwhile, chipmakers serving the automotive and industrial end markets also saw higher production volumes amid easing inventory overhangs.

(Source: MAS, Macroeconomic Review Volume XXV Issue 1, Jan 2026)

6.5 Prospects of Elixir II

The Excel Marco Group, being wholly-owned by Elixir II, was established in February 2000 and has a track record of more than 25 years in the industrial automation and engineering solutions industry. Excel Marco Group specialises in designing and implementing Process Control & Process Safety System, Automation and Control System, Digital & IIoT and Operational Technology (OT) Cyber Security for sectors such as oil & gas, marine, and manufacturing, supported by an experienced management team and a skilled technical workforce. The inhouse capability complements the Target Companies’ core expertise in Integrated Supervisory Control Systems, Security Screening System and Integrated Monitoring System, creating a strong synergy for the enlarged group. By combining Excel Marco Group’s engineering and automation strengths with the Target Companies’ software and system integration capabilities, the enlarged group will be able to offer comprehensive end-to-end solutions.

Elixir II’s expansion plans, strategies and steps to be taken in relation to its involvement in Target Companies’ business upon the completion of the Proposed Disposals include continuing to tender new projects to enhance the enlarged group’s order book by leveraging on the combined experience and capabilities.

7. UTILISATION OF PROCEEDS

As set out in Section 2.6 of this announcement, the Proposed Disposals (after the exercise of the Call Option or Put Option) is expected to raise gross proceeds of RM112.0 million. The Company intends to utilise the cash proceeds in the following manner:

Details of utilisation	Estimated timeframe for the utilisation	RM’000
Acquisition of new businesses⁽¹⁾	Within 36 months	(4)85,960
Dividend distribution⁽²⁾	Within 2 months from completion of the Proposed Disposals	24,240
Estimated expenses⁽³⁾	Immediately	1,800
Total		112,000

Notes:

(1) WMSC intends to utilise the balance of the Disposal Considerations after payment of estimated expenses and dividend distribution for acquisition of new business(es) to be identified by WMSC as part of its efforts to regularise its condition.

At this juncture, the Board has yet to identify the type or nature of the business(es) or asset(s) to be acquired by WMSC. Notwithstanding the foregoing, WMSC endeavours to undertake the acquisition of new business(es) within 36 months from the completion of the Proposed Disposals.

The Company shall make the necessary announcement(s) and seek for approval(s) from its shareholders, if required, upon such business(es) being identified by the Board and relevant agreements are entered into, where applicable, subject always to the compliance with the Listing Requirements.

(2) Following the completion of the Proposed Disposals, the Company intends to distribute a dividend 5 sen per WMSC share which amounts to approximately RM24.24 million to its shareholders. The dividend is expected to be distributed within 2 months from the completion of the Proposed Disposals. Any difference between the actual and indicative amount of dividend to be distributed will be adjusted against the proceeds allocated for acquisition of new business(es) to be identified.

(3) The estimated expenses in relation to the Proposals consist of professional fees, taxes, legal fees, fees payable to the relevant authorities, expenses to convene the extraordinary general meeting and other ancillary expenses. Any surplus or shortfall of proceeds for the expenses in relation to the Proposals will be adjusted accordingly to/from the proceeds allocated for the acquisition of new business(es) to be identified.
(4) Includes exercise price of RM30.0 million, of which RM29,999,999 will be received upon completion of the Proposed Disposals as a refundable deposit.

8. LISTING STATUS AND FUTURE PLANS

The Proposed Disposals and Proposed Call and Put Option are not expected to result in the Company becoming a cash company as defined under the Listing Requirements.

Based on the latest audited consolidated financial statements of the Group for the FYE 2024, the aggregate revenue generated by the Target Companies constitute more than 70% of the Group’s total revenue. As such, the Proposed Disposals and Proposed Call and Put Option are deemed as major disposals pursuant to subparagraph 8.03A(2) of the Listing Requirements which states that a listed issuer may not have a level of operations that is adequate to warrant continued trading or listing on the Official List of Bursa Securities if the listed issuer has suspended or ceased all of its business or its major business due to or as a result of the disposal of the listed issuer’s business or major business.

Subject to subparagraphs 8.03A(5) and 8.03A(6) of the Listing Requirements, Affected Listed Issuers must comply with the following, failing which Bursa Securities may suspend the trading of listed securities of such listed issuer or de-list the listed issuer, or both:

(a) immediately announce to Bursa Securities of its condition and provide such information from time to time for public release in accordance with the disclosure obligations set out in paragraph 4.0 of Practice Note 17, with the necessary modifications;
(b) regularise its condition by complying with the requirements set out in subparagraph 8.04(3) and paragraph 5.0 of Practice Note 17, with the necessary modifications; and
(c) comply with such other requirements or do such other acts or things as may be prescribed or required by Bursa Securities.

The Board intends to maintain the Company’s listing status and will use its best endeavours to regularise its condition by complying with the requirements under the Listing Requirements. In particular, as set out in Section 7 of this announcement, about RM86.0 million of the gross proceeds raised from the Proposed Disposals and Proposed Call and Put Option will be earmarked for acquisition of new business.

9. RISK FACTORS FOR THE PROPOSED DISPOSALS, PROPOSED CALL AND PUT OPTION AND PROPOSED PROVISION OF FINANCIAL ASSISTANCE

9.1 Completion risk

The completion of the Proposed Disposals and Proposed Call and Put Option are subject to, amongst others, the conditions precedent detailed in the SPAs being fulfilled and/or waived. In the event that any of the conditions precedent are not satisfied, fulfilled and/or waived within the prescribed timeframe, the Proposed Disposals and Proposed Call and Put Option may be delayed or terminated and all the potential benefits arising therefrom may not materialise. There can be no assurance that the condition precedents can be fulfilled and the Proposed Disposals and Proposed Call and Put Option can be completed within the time period stipulated in the SPAs.

9.2 Contractual risk

WMSC is subject to certain contractual risks including, but not limited to, amongst others, the representations, warranties, covenants and indemnities which are given or to be given pursuant to the Agreements. Any breach of these obligations may expose WMSC to potential liabilities, including claims for damages and other remedies. In addition, WMSC’s ability to fully comply with the terms and conditions of the Agreements may be affected by operational or external factors beyond its control. While WMSC shall use its best endeavours to ensure compliance with its contractual obligations, there can be no assurance that beaches or disputes will not arise.

9.3 Listing status risk

Upon completion of the Proposed Disposals and Proposed Call and Put Option, WMSC may be classified as “Affected Listed Issuer”. If so, the continuous listing of WMSC on the Main Market of Bursa Securities is dependent on the ability of the Board and management to formulate a regularisation plan within the stipulated period. The regularisation plan is subject to, amongst others, the approval of the relevant authorities. There can be no assurance that the regularisation plans proposed by WMSC will be approved by the relevant authorities and/or successfully implemented.

Failure to comply with the obligations under the Paragraph 8.03A of the Listing Requirements may result in WMSC’s listed securities being suspended and/or the Company being de-listed from the Official List of Bursa Securities.

Nonetheless, as stated in Section 8 of this announcement, the Board intends to maintain the Company’s listing status and will use its best endeavours to identify potential businesses as part of its efforts to regularise its conditions.

9.4 Loss of potential future income after the Proposed Disposals and Proposed Call and Put Option

Upon completion of the Proposed Disposals, the Target Companies, being the major contributor to WMSC Group’s revenue and profitability, will cease to be the WMSC’s wholly-owned subsidiaries and therefore the Company will cease consolidating the results of the Target Companies.

WMSC endeavours to take necessary steps to identify new businesses to regularise its condition.

Upon completion of the Proposed Disposal and Proposed Call and Put Option, WMSC will hold an equity interest of approximately 37.8% equity interest in Elixir II, as determined in accordance with the terms of SPA 2 by reference to the indicative share capital of the Elixir II post-Closing following a maximum of SGD35 million financing. The number of Consideration Shares and the corresponding equity interest in Elixir II may vary, by reference to any amount of additional shares issuance by Elixir II to Elixir I, provided always that the Company’s shareholding in Elixir II shall not fall below 33%.

This strategic shareholding is expected to allow WMSC to continue participating in the future growth, earnings and value creation of the enlarged Elixir II Group.

9.5 Zero Loss Guarantees

The Company has provided Zero Loss Guarantee under the SPA 2 in relation to the adjusted net profit of WMSB and the consolidated net profit of the material projects of WMSB, whereby the Company may be required to compensate Elixir II (or WMSB, at Elixir II’s election) for any shortfall. Actual performance of the business and relevant projects may be influenced by operational, market and other external factors.

WMSC will closely monitor the project progression, receivable recovery, and operational controls to support WMSB’s ability to meet the performance threshold. In addition, any subsequent recoveries from third parties that contribute to WMSB’s financial results may be reimbursed to WMSC, thereby limiting potential net exposure.

9.6 Drag-along risk

Under the SHA, if Elixir I decides to sell all of its shares in Elixir II and the agreed internal rate of return threshold of 8% to WMSC is met, it may compel WMSC to sell its shares in Elixir II on the same terms. In the event that such disposal is subject to shareholders’ approval of WMSC at that point in time and such approval is not obtained, WMSC will be liable for USD1.0 million in agreed liquidated damages.

‑ The drag along mechanism includes fairness protections such as equal pricing and same terms for WMSC and the majority shareholder, ensuring WMSC is not disadvantaged. WMSC will ‑ also engage proactively with its shareholders in the event a drag along notice is received to increase the likelihood of obtaining the necessary approval.

9.7 Risk related to the Proposed Provision of Financial Assistance

Under the Proposed Provision of Financial Assistance, WMSC must grant a share charge in favour of the financial institution over the Consideration Shares, to enable Elixir II to obtain banking facilities of up to SGD35 million to partly satisfy the cash consideration payable under the SPAs and Option Agreement. If Elixir II defaults under the facility, the financial institution may enforce the charge, resulting in WMSC losing part or all of its equity interest in Elixir II.

The share charge is an integral component of the overall transaction structure at the current agreed valuation and does not impose any guarantee obligations on WMSC.

In addition:

(i) the Company’s economic interest and participation in the enlarged Elixir II Group’s future performance remain preserved;
(ii) the Company will continue to benefit from protections, including board representation and reserved matters under the SHA, allowing oversight of Elixir II’s financial and operational position;
(iii) the gearing level of the enlarged Elixir II Group is reasonable, mitigating enforcement risk on the charged shares; and
(iv) the Proposed Provision of Financial Assistance does not constitute a disproportionate support by the Company. Both the Company and Elixir I will charge all the Elixir II shares held by them, ensuring equitable treatment among shareholders.

10. EFFECTS OF THE PROPOSALS

The Proposed Disposals and Proposed Call and Put Option will not have any effect on the issued share capital and substantial shareholders’ shareholdings of WMSC as the Proposed Disposals and Proposed Call and Put Option will not involve any issuance of ordinary shares in WMSC (“ WMSC Shares ” or “ Shares ”). Save for the expected gain arising from the Proposed Disposals and Proposed Call and Put Option, the Proposals are not expected to have any other material effect on the earnings of WMSC for the FYE 31 December 2024.

In addition, the Proposed Provision of Financial Assistance and the Proposed Change of Name will not have any effect on the issued share capital, net assets (“ NA ”), gearing, earnings and the substantial shareholders’ shareholdings of WMSC.

10.1. NA per Share and gearing

Based on the latest audited consolidated statements of financial position of WMSC as at 31 December 2024, the effects of the Proposed Disposals and Proposed Call and Put Option on the NA and gearing level of WMSC are set out as follows:

	Audited as at 31 December 2024	(I) After the Proposed Disposals and the exercise of the Call and Put Option⁽²⁾	(II) After thepayment of dividends
	RM’000	RM’000
Share capital	29,240	29,240	29,240
Treasury shares	(2,442)	(2,442)	(2,442)
Merger deficit	(7,589)	-	-
Foreign currency translation	22,244	-	-
reserve
Retained earnings	133,711	216,486⁽³⁾⁽⁴⁾	192,249⁽⁵⁾
Shareholders’ fund / NA	175,164	243,284	219,047
Number of WMSC Shares in issue	484,736	484,736	484,736
(‘000)⁽¹⁾
NA per Share (RM)	0.36	0.50	0.45
Total borrowings (RM’000)	9,981	125	125
Gearing ratio (times)	0.06	-*	*

Notes:

Negligible.
(1) Excluding 11,263,600 treasury shares.
(2) The Proposed Call and Put Option is assumed to be exercised as it is inter-conditional with the Proposed Disposals. In addition, pursuant to the terms of the Option Agreement, Elixir II will pay the RM29,999,999 to WMSC as a refundable deposit upon completion of the Proposed Disposals.
(3) After taking into consideration the share consideration amounting to RM103.2 million.
(4) After taking into consideration of the net gain of approximately RM145.21 million arising from the Proposed Disposals and Proposed Call and Put Option (after accounting for the estimated expenses in relation to the Proposals of approximately 1.80 million).
(5) After taking into consideration of the dividend payment amounting to RM24.24 million.

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10.2 Earnings and earnings per WMSC Share (“EPS”)

Save for the expected gain arising from the Proposed Disposals and Proposed Call and Put Option, the Proposed Disposals and Proposed Call and Put Option are not expected to have any other material effect on the earnings of WMSC for the FYE 31 December 2026.

Upon completion of the Proposed Disposals and Proposed Call and Put Option, WMSC will recognise the share of profit or loss of Elixir II up to the equity interest owned by WMSC of approximately 37.8% as at end of its financial year.

	Audited as at 31 December 2024	(I) After the Proposed Disposals and Proposed Call and Put Option
	RM’000	RM’000
Loss after tax (“LAT”) attributable to owners of the Company	(18,727)	(18,727)
Add: net gain on disposal from the	-	145,207⁽²⁾
Proposed Disposals and Proposed Call and Put Option
Less: Target Companies’ profit after tax	-	(2,465)
(“PAT”)
Add: Share of profits arising from the	-	8,222
investment in associate
Pro forma PAT/LAT attributable the owners of the Company	(18,727)	132,237
No. of WMSC Shares in issue (‘000)⁽¹⁾	484,736	484,736
EPS/ Loss per Share (“LPS”) (sen)	(3.86)	27.28

Notes:

(1) Excluding 11,263,600 treasury shares.

(2) The net gain on disposal from the Proposed Disposals and Proposed Call and Put Option are derived as follows:

	*RM’000*
Disposal Consideration	215,200
Less:
- Cost of investment in the Target Companies	(42,021)
- Estimated expenses in relation to the Proposals	(1,800)
- Transfer of capitalised research and development cost	(3,232)
- Waiver of debts owing by the Target Companies	(22,940)
*Net gain on disposal*	*145,207*

10.3 Convertible securities

The Company does not have any outstanding convertible securities as at the LPD.

11. HIGHEST PERCENTAGE RATIO

The highest percentage ratio applicable to the Proposed Disposals and Proposed Call and Put Option pursuant to the Paragraph 10.02(g) of the Listing Requirements is approximately 122.86%, based on the Disposal Considerations against the audited consolidated NA of WMSC Group as at 31 December 2024. Accordingly, the Proposed Disposals and Proposed Call and Put Option are classified as a major disposal pursuant to subparagraph 10.02(eA) of the Listing Requirements.

The percentage ratio applicable to the Proposed Provision of Financial Assistance pursuant to Paragraph 8.23(2)(c) of the Listing Requirements is 60.02%, computed based on the quantum of the Proposed Provision of Financial Assistance over the consolidated net tangible asset of WMSC Group based on its latest audited consolidated financial statements for the FYE 2024.

12. APPROVALS REQUIRED

The Proposals are subject to the approvals being obtained from the following:

(i) shareholders of WMSC Group for the Proposals at the extraordinary general meeting to be convened;
(ii) approval of CCM for the name “Willownex Berhad” pursuant to the Proposed Change of Name; and
(iii) any other relevant authorities and/or parties, if required.

In relation to the shareholders’ approvals as set out in (i) above, the Proposals must be approved by at least 75% of the total number of issued shares held by shareholders of WMSC present and voting either in person or by proxy at an extraordinary general meeting to be convened.

13. CONDITIONALITY OF THE PROPOSALS

The Proposed Change of Name is conditional upon the Proposed Disposals, but the Proposed Disposals are not conditional upon the Proposed Change of Name. The Proposed Disposals, Proposed Call and Put Option and the Proposed Provision of Financial Assistance are interconditional upon each other. Save as disclosed, the Proposals are not conditional upon any other corporate proposals undertaken or to be undertaken by the Company.

14. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM

None of the Directors, major shareholders of WMSC and/or persons connected with them have any interest, whether direct or indirect, in the Proposals.

15. POLICIES ON THE FOREIGN INVESTMENTS, REPATRIATION OF PROFITS AND TAXATION

The summary of the policies in relation to foreign investments, taxation and repatriation of profits of Singapore is as follows:

(i) Foreign Investment

Based on EMIS’ principal activities, EMIS is not expected to be subject to any statutory foreign investment restrictions under Singapore law.

The constitution of a Singapore company may include shareholding limits that restrict ownership by foreigners. However, based on the constitution of EMIS, there are no restrictions or limitations on foreign ownership in EMIS.

(ii) Taxation

No.	Type of taxes	Details
(a)	Income Tax Act 1947 of Singapore ("Income Tax Act")	Corporate taxpayers (both resident and non-resident) are subject to Singapore corporate income tax on income accruing in or derived from Singapore and on income received in Singapore from outside Singapore, unless specifically exempted from income tax. For the purposes of income tax, a company is regarded as tax resident in Singapore if the control and management of its business is exercised in Singapore. While both Singapore tax resident and non-Singapore tax resident companies are generally taxed in the same manner, Singapore tax resident companies enjoy certain benefits, including tax exemption scheme for new start- up companies, tax benefits provided under double tax agreements between Singapore and other jurisdictions, foreign tax credits and tax exemption on specified foreign income.
		A Singapore tax resident company can enjoy tax exemption on its specified foreign income (including any dividend derived from any territory outside Singapore, any profit derived from any trade or business carried on by a branch in any territory outside Singapore of a company resident in Singapore, and any income derived from any professional, consultancy and other services rendered in any territory outside Singapore) remitted into Singapore provided that the following conditions are met:
		(a) the foreign income has been subject to tax of a similar character to income tax (by whatever name called), or qualified domestic minimum top- up tax (but disregarding any excluded top-up tax), under the law of the territory from which the foreign income is received;
		(b) the highest rate of tax of a similar character to income tax (by whatever name called) (but disregarding any excluded top-up tax or qualified domestic minimum top-up tax), levied under the law of the territory from which the foreign income is received is at least fifteen percent (15%); and
		(c) the Comptroller of Income Tax is satisfied that the tax exemption would be beneficial to the Singapore tax resident company. The prevailing corporate income tax rate applicable to companies in Singapore is currently seventeen percent (17%). With effect from Year of Assessment 2020 onwards, seventy-five percent (75%) of up to the first SGD10,000, and fifty percent (50%) of up to the next SGD190,000, of a Singapore resident company’s chargeable income otherwise subject to usual tax is exempt from Singapore corporate income tax. The remaining chargeable income

No.	Type of taxes	Details (after the tax exemption) will be fully taxable at the prevailing corporate income tax rate of seventeen percent (17%). The Minister for Finance had announced in Budget 2026 that for Year of Assessment 2026, companies would receive a 40% corporate income tax rebate capped at SGD 30,000 provided that certain conditions are met for e.g. such companies have employed at least 1 local employee in the previous year.
(b)	Dividend distributions	(i) One-tier corporate taxation system As Singapore adopts the one-tier corporate taxation system, dividends paid by a Singapore resident company are tax exempt in the hands of its shareholders. (ii) Withholding tax Singapore generally does not impose withholding tax on dividends paid to resident or non-resident shareholders. Certain other payments of an income nature to non-Singapore tax resident persons (whether individual or corporate) may however be subject to withholding tax. A company is generally required to withhold tax when it makes certain types of payments or is deemed to make certain types of payment to non-resident persons, including but not limited to:
		(a) interest, commission, fee in connection with any loan or indebtedness;
		(b) royalty or other payments for the use of or the right to use any movable property;
		(c) payments for the use of or the right to use scientific, technical, industrial or commercial knowledge or information or for the rendering of assistance or service in connection with the application or use of such knowledge or information;
		(d) payment for management or assistance in the management of any trade, business or profession service fees;
		(e) rent or other payments under any agreement or arrangement for the use of any movable property;
		(f) payments for the purchase of real property from a non resident property trader;

No.	Type of taxes	Details
		(g) payments made from structured products (other than payments which qualify for tax exemption under Section 13(1)(zj) of the Income Tax Act); and (h) real estate investment trust distributions. The withholding tax rate imposed generally falls between ten percent (10%) and twenty-four percent (24%) unless lowered or exempt pursuant to prevailing regulations granting exceptions or pursuant to tax incentive schemes or concessions or otherwise specified in an applicable avoidance of double taxation agreement between Singapore and other tax jurisdictions.
(c)	Capital gains tax	Singapore generally does not impose tax on capital gains unless the gains arose from the disposal of foreign assets for which Section 10L of the Income Tax Act applies. Gains from the disposal of shares in a Singapore company are generally regarded of an income nature if its acquisition and disposal arose from the carrying of a trade or business in Singapore.
(d)	Stamp Duty	Instruments relating to the transfer and assignment of stocks and shares whose register is maintained in Singapore and immovable properties located in Singapore are subject to Singapore stamp duties. Where shares of a Singapore incorporated company are transferred, stamp duties will be payable on the transfer at a rate of zero point two percent (0.2%) of the purchase price or net asset value of the shares whichever is higher. The purchaser or transferee is liable for stamp duty, unless otherwise agreed amongst the parties.
(e)	Goods and Services Tax (“GST”)	Taxable supplies and importation of goods into Singapore are generally subject to GST at the prevailing rate of nine percent (9%) unless exempted. GST-registered businesses are obliged to charge GST on all taxable supplies, except for exported goods, international services and exempt supplies.

(iii) Repatriation of profits

There are no foreign exchange control restrictions imposed under Singapore laws and there are no exchange control formalities or approvals required for all forms of payments or capital transfers into or out of Singapore, so long as there is no breach of any rule for international monitoring for countering money-laundering and terrorism and subject to payment of withholding tax (if applicable).

Pursuant to Section 403 of the Companies Act 1967 of Singapore, no dividend shall be payable to shareholders of a Singapore company except out of profits. Subject to the Companies Act 1967 of Singapore and the company’s constitution, there are no statutory restrictions under Singapore law on the payment of dividends to foreign shareholders.

A Singapore company is subject to restrictions on the modes and methods of returning capital to its shareholders. A Singapore company may buy back its own ordinary shares subject to the limits prescribed under the Companies Act 1967 of Singapore and may only be undertaken if the company is expressly permitted to so by its constitution. Payment for such buybacks may be made out of distributable profits or capital so long as the company is solvent. A Singapore company can otherwise without any buyback of its own ordinary shares return capital to its shareholders if it carries out a valid capital reduction exercise in accordance with the Companies Act 1967 of Singapore unless its constitution excludes or restricts such power to reduce its share capital.

16. DIRECTORS’ STATEMENT

The Board, after having considered all aspects of the Proposals, including but not limited to the rationale, the salient terms of the Agreements, the financial effects of the Proposals as well as preliminary views of the Independent Adviser for the Proposed Disposals, Proposed Call and Put Option and Proposed Provision of Financial Assistance, is of the opinion that the Proposals are fair and reasonable and in the best interest of the Company and its shareholders, and not to the detriment of WMSC and its shareholders. In addition, the terms and conditions of the Agreements are fair and reasonable.

The Board does not intend to seek any alternative bids for the Proposed Disposals and Proposed Call and Put Option.

17. ADVISER

Kenanga IB has been appointed as the Principal Adviser to the Company for the Proposals.

As the Proposed Disposals and Proposed Call and Put Option are deemed a major disposal pursuant to Paragraph 10.02 of the Listing Requirements, WMSC had appointed cfSolutions on 26 March 2026 as the Independent Adviser to undertake the following in relation to the Proposed Disposals, Proposed Call and Put Option and Proposed Provision of Financial Assistance:

(i) comment as to whether the terms of Proposed Disposals, Proposed Call and Put Option and Proposed Provision of Financial Assistance are fair and reasonable in so far as the shareholders of the Company are concerned, including the reasons for the key assumptions made and the factors taken into consideration in forming that opinion; and
(ii) advise the shareholders of the Company whether they should vote in favour of the Proposed Disposals, Proposed Call and Put Option and Proposed Provision of Financial Assistance.

18. APPLICATION TO THE RELEVANT AUTHORITIES

Barring any unforeseen circumstances, the applications to Bursa Securities in relation to the Proposals are expected to be made within 2 months from the date of this announcement.

19. ESTIMATED TIME FRAME FOR COMPLETION

Barring any unforeseen circumstances and subject to all required approvals being obtained, the Proposed Disposals, Proposed Provision of Financial Assistance and Proposed Change of Name are expected to be completed in the second half of 2026. For information, the Proposed Call and Put Option could be exercised any time from 1 January 2027 up to the date falling 24 months commencing from the effective date of the Proposed WMSB Disposal.

20. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the Agreements will be made available for inspection at the registered office of No. 17, Jalan 2/149B, Taman Sri Endah, Bandar Baru Sri Petaling, 57000 Kuala Lumpur, during normal business hours from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement.

This announcement is dated 1 April 2026.

Appendix I

SALIENT TERMS OF THE AGREEMENTS

1. SPA 1

The salient terms of SPA 1 are as follows:

1.1 Sale and Purchase of WMSB Shares

On and subject to the terms of the SPA 1, WMSC agrees to sell, and Elixir II agrees to purchase, 25% equity interest in WMSB (“ WMSB Shares ”).

No party shall be obliged to complete the sale and purchase of any WMSB Shares under the SPA 1, unless completion of the sale and purchase of the WMSB Shares under SPA 1 and completion of the sale and purchase of the WSPL Shares under SPA 2 occurs simultaneously in a single tranche.

1.2 Purchase Price

The consideration for the purchase of the WMSB Shares under the SPA 1 shall be RM10,000,000 (the " Purchase Price ").

1.3 Conditions Precedent

The agreement to sell and purchase the WMSB Shares is conditional upon SPA 2 becoming unconditional in accordance with its terms.

If the condition is not satisfied on or before the date falling six (6) months immediately after the date of the SPA 1, WMSC or Elixir II may terminate the SPA 1 (other than the surviving provisions) by notice in writing to the other party, and neither WMSC nor Elixir II shall have any claim against the other under it, save for any claim arising from antecedent breaches of the SPA 1.

The SPA 1 will become unconditional on the day upon which the condition is satisfied in accordance with the provisions of the SPA 1.

1.4 Closing

Subject to fulfilment of the condition precedent, closing shall take place on such date falling on the last day of the month immediately following the day upon which the last condition is satisfied. On the closing date, the parties shall procure that their respective closing obligations set out in the SPA 1 are fulfilled.

Prior to closing, WMSC will ensure that WMSB settles any and all unpaid amounts owed to any direct or indirect shareholder of the Target Company or any of their connected persons (other than any amounts owing from WMSB to WSPL or its subsidiaries). On closing, WMSC will ensure that all sums owing to or owed by the Target Group Companies by any member of the WMSC’s group or any of their connected person (other than by a Target Group Company to another Target Group Company) are repaid, waived, or otherwise eliminated at no cost to the Purchaser’s group. The Purchaser may adjust the Closing Amount or set off any relevant completion adjustment amounts against such indebtedness or costs in relation to the same under the SPA 2.

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

1.5 Termination

If WMSC or Elixir II fails to comply with any material closing obligation, Elixir II (in the case of non-compliance by WMSC) or WMSC (in the case of non-compliance by Elixir II) shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages or specific performance under applicable law) by written notice to the other, among others, terminate the SPA 1 (other than the surviving provisions) without liability on its part and neither WMSC nor Elixir II shall have any claim against the other under it, save for any claim arising from antecedent breaches of SPA 1, and the SPA 2 shall be deemed automatically terminated upon such termination.

1.6 Tax Indemnity

WMSC covenants with the Purchaser to indemnify and save harmless the Purchaser or at its option, WMSB, from any losses which the Purchaser or WMSB may at any time sustain as a result of or in connection with matters relating to the period before closing. This includes tax arising from pre-closing transactions, pre-closing income, profits or gains, the transfer of the excluded properties prior to closing, as well as post-closing transactions carried out pursuant to legally binding obligations or arrangements entered into on or before closing. The indemnity also covers associated penalties, charges, surcharges, fines, interest and reasonable professional costs. The tax indemnity is subject to certain exclusions and limitations, including where the relevant tax liability has been provided for in the audited financial statements of WMSB for the twelve-month period ended on 31 December 2024 or the unaudited management accounts relating to WMSB drawn up to 30 September 2025.

2. Option Agreement

The salient terms of the Option Agreement are as follows:

2.1 Effective Date

The Option Agreement shall come into effect upon closing of the SPAs.

2.2 Grant of Call Option and Put Option

Grant of Call Option to Elixir II

In consideration of RM1 paid by Elixir II to WMSC, the receipt of which is duly acknowledged by WMSC, WMSC hereby irrevocably grants to Elixir II a call option, being the right of Elixir II to require WMSC to sell all the Option Shares to Elixir II during the Elixir II Option Period (as defined below) at the Exercise Price (as defined below).

Grant of Put Option to WMSC

In consideration of RM1 paid by WMSC to Elixir II, the receipt of which is duly acknowledged by Elixir II, Elixir II hereby irrevocably grants to WMSC a put option, being the right of WMSC to require Elixir II to purchase all the Option Shares held by WMSC during the Willowglen Option Period (as defined below) at the Exercise Price (as defined below).

The term “ Option Shares ” is defined to mean 75% equity interest in WMSB.

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

2.3 Exercise Price

The consideration for the Option Shares for the Call Option or Put Option, as the case may be, shall be RM30,000,000 (the “ Exercise Price ”) and shall be paid in the following manner:

(i) the refundable deposit of RM29,999,999, being the amount equivalent to the total Exercise Price less the Balance Price, shall be paid by Elixir II to WMSC on the effective date (the “ Deposit ”); and
(ii) the balance of the Exercise Price, being RM1, shall be paid by Elixir II to WMSC on the Call Option Completion Date or the Put Option Completion Date, as the case may be (the “ Balance Price ”).

2.4 Option Period

(i) The Call Option, if Elixir II wishes to exercise it, shall be exercised by Elixir II at any time from 1 January 2027 up to the date falling twenty-four (24) months commencing from the effective date (the “ Elixir II Option Period ”).
(ii) The Put Option, if WMSC wishes to exercise it, shall be exercised by WMSC at any time from 1 January 2027 up to the date falling twenty-four (24) months commencing from the effective date (the “ Willowglen Option Period ”).

2.5 Termination

(i) The Option Agreement shall not be terminated by either party prior to the expiry of the Elixir II Option Period and Willowglen Option Period, unless:
(a) the parties mutually agree in writing to terminate; or
(b) Elixir II fails to pay the Deposit on the effective date, in which case WMSC shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages or specific performance under applicable law) to terminate the Option Agreement, the SPA 1 and the SPA 2 by written notice to Elixir II.
(ii) In the event the Call Option is not exercised within the Elixir II Option Period and the Put Option is not exercised within the Willowglen Option Period, the Deposit shall be refunded in full by WMSC to Elixir II within ten (10) business days from the expiry date of the Elixir II Option Period and Willowglen Option Period to the bank account nominated by Elixir II, and thereafter, neither party shall have any claim against the other party, save for any claim arising from antecedent breaches of the Option Agreement.

3. SPA 2

The salient terms of SPA 2 are as follows:

3.1 Sale and Purchase of the WSPL Shares and Subscription of the Consideration Shares

On and subject to the terms of the SPA 2:

(i) WMSC agrees to sell, and Elixir II agrees to purchase, 100% equity interest in WSPL (“ WSPL Shares ”); and
(ii) WMSC agrees to subscribe for the Consideration Shares.

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

No party shall be obliged to complete the sale and purchase of any WSPL Shares under the SPA 2, unless completion of the sale and purchase of the WSPL Shares under SPA 2 and completion of the sale and purchase of the WMSB Shares under SPA 1 occurs simultaneously in a single tranche.

3.2 Purchase Price

The consideration for the sale and purchase of the WSPL Shares under the SPA 2 shall be:

(i) RM72,000,000 (“Closing Amount”); and
(ii) RM103,200,000 to be satisfied by the issuance of the Consideration Shares, fixed at SGD/RM rate of 3.1, as described in the formula set out in Schedule 11 (Adjustment of Consideration Shares) of SPA 2.

3.3 Conditions Precedent

(i) Conditions Precedent

The agreement to sell and purchase the WSPL Shares and subscribe for the Consideration Shares is conditional upon satisfaction of the following conditions precedent:

(a) the passing at a general meeting of WMSC of a resolution to enter into the transaction documents and to approve the transactions contemplated under the transaction documents, including to approve the sale of the WSPL Shares, WMSB Shares and Option Shares upon exercise of the option in accordance with the Option Agreement, by shareholders of WMSC holding at least 75 per cent. of the total number of issued shares in the capital of WMSC present and voting in person or by proxy (the " Shareholder Approval Condition "); and
(b) Elixir II obtaining financing for the purchase of the WSPL Shares on terms acceptable to it (the “ Financing Condition ”).

(ii) Non-Satisfaction

(a) If the Shareholder Approval Condition is not satisfied on or before the date falling six (6) months immediately after the date of the SPA 2, either Elixir II or WMSC may terminate the SPA 2 (other than the surviving provisions) by notice in writing to the other party, and neither WMSC nor Elixir II shall have any claim against the other under it, save as expressly contemplated in clause 3.5 (Break Fee) below or for any claim arising from antecedent breaches of the SPA 2.
(b) If the Financing Condition is not satisfied on or before the date falling six (6) months immediately after the date of the SPA 2, either WMSC or Elixir II may terminate the SPA 2 (other than the surviving provisions) by notice in writing to the other party, and WMSC shall be entitled to claim the break fee from Elixir II in accordance with clause 3.5 (Break Fee) below and save for the payment of the break fee by Elixir II and for any claim arising from antecedent breaches of the SPA 2, neither WMSC nor Elixir II shall have any claim against the other under the SPA 2.

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

3.4 Termination

(i) Material Adverse Event

(a) If, prior to closing of the SPA 2, any event(s) shall occur which, individually or in the aggregate, has or is likely to have an effect which results or is reasonably likely to result in a reduction to the annual revenue of the Target Group Companies and WMSB on a consolidated basis as a whole by 30% or more in the following twelve (12) months, as compared to the annual revenue of the Target Group Companies and WMSB on a consolidated basis as a whole for the financial year ended 31 December 2024, Elixir II shall be entitled by notice in writing to WMSC to terminate the SPA 2 (other than the surviving provisions) and neither WMSC nor Elixir II shall have any claim against the other under it, save for any claim arising from antecedent breaches of the SPA 2. The term “Target Group Companies” means WSPL, Willowglen Asia Pte Limited, WLG Solutions Pte. Ltd. and Willowglen Vietnam Co., Ltd., and each a “ Target Group Company ”.
(b) If, prior to closing of the SPA 2, any event(s) shall occur which, individually or in the aggregate, has or is likely to have an effect which results in or is reasonably likely to result in a reduction to the annual revenue of the Excel Marco Group on a consolidated basis as a whole by 30% or more in the following twelve (12) months, as compared to the annual revenue of the Excel Marco Group on a consolidated basis as a whole for the financial year ended 31 December 2024, WMSC shall be entitled by notice in writing to Elixir II to terminate the SPA 2 (other than the surviving provisions) and neither WMSC nor Elixir II shall have any claim against the other under it, save for any claim arising from antecedent breaches of the SPA 2.
(c) WMSC or Elixir II, as the case may be, shall not be entitled to terminate the SPA 2 pursuant to clause 4.1(a) or clause 4.1(b) above in the event that the event(s) resulting in the reduction of the annual revenue of the Target Group Companies and WMSB on a consolidated basis (in the case of WMSC) or the Excel Marco Group on a consolidated basis (in the case of Elixir II) is solely due to:
(aa) changes in general economic or business conditions affecting all companies operating in the same industry(ies) and market(s) as the relevant Target Group Companies and WMSB or the relevant Excel Marco Group Company, except to the extent that any such change adversely affects the relevant Target Group Companies and WMSB or Excel Marco Group, as the case may be, in a disproportionate manner as compared to other companies operating in the same industry(ies) and market(s) in which the relevant companies operate;
(bb) changes in law or policies having the effect of law, including, in each case, the interpretations or enforcement thereof;
(cc) actions or omissions that are taken with the written consent of the other party; or
(dd) any matter that is disclosed in accordance with the SPA 2.

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

(ii) Breach of Fundamental Warranties

(a) If, prior to closing of the SPA 2, any Seller’s fundamental warranty (as defined in the SPA 2) was untrue, inaccurate or misleading as at the date of the SPA 2, or if any event occurred or matter arose which results or is reasonably likely to result in any of the Seller’s fundamental warranties being untrue, inaccurate or misleading at closing, had Seller’s fundamental warranties been repeated at closing, Elixir II shall be entitled by notice in writing to WMSC to terminate the SPA 2 (other than the surviving provisions).
(b) If, prior to closing of the SPA 2, any Purchaser Covenantors’ fundamental warranty was untrue, inaccurate or misleading as at the date of the SPA 2, or if any event occurred or matter arose which results or is reasonably likely to result in any of the Purchaser Covenantors’ fundamental warranties being untrue, inaccurate or misleading at closing, had the Purchaser Covenantors’ fundamental warranties been repeated at closing, WMSC shall be entitled by notice in writing to Elixir II to terminate the SPA 2 (other than the surviving provisions). The term “ Purchaser Covenantors ” is defined under the SPA 2 to mean Elixir II and Elixir I collectively.

(iii) Breach of Closing Obligations

If WMSC or Elixir II fails to comply with any material closing obligation, Elixir II (in the case of non-compliance by WMSC) or WMSC (in the case of noncompliance by Elixir II) shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages or specific performance under applicable law) by written notice to the other, among others, terminate the SPA 2 (other than the surviving provisions) without liability on its part and neither WMSC nor Elixir II shall have any claim against the other under it, save as expressly contemplated in clause 3.5 (Break Fee) below or for any claim arising from antecedent breaches of the SPA 2, and the SPA 1 shall be deemed automatically terminated upon such termination.

3.5 Break Fee

In the event the SPA 2 is terminated on or prior to closing:

(i) by Elixir II for the non-satisfaction of the Shareholder Approval Condition, breach of WMSC’s fundamental warranties or material breach of WMSC’s closing obligations under SPA 2, or material breach of WMSC’s closing obligations under SPA 1, WMSC covenants with Elixir II to pay Elixir II US$1,000,000 as agreed liquidated damages;
(ii) by WMSC for the non-satisfaction of the Financing Condition, breach of Purchaser Covenantors’ fundamental warranties or material breach of Elixir II’s closing obligations under SPA 2, or material breach of Elixir II’s closing obligations under SPA 1, Elixir II covenants with WMSC to pay WMSC US$1,000,000 as agreed liquidated damages, and
(iii) by Elixir II for the non-satisfaction of the Financing Condition, Elixir II covenants with WMSC to pay WMSC US$1,000,000 as agreed liquidated damages;

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

provided always that this clause shall not apply where:

(i) Elixir II or WMSC has terminated the SPA 2 as a result of the Shareholder Approval Condition not being satisfied, notwithstanding that New Advent Sdn. Bhd., Simon Wong Chu Keong and Wong Ah Chiew had voted in favour of the resolution to sell the WSPL Shares at the general meeting of WMSC. For the avoidance of doubt, this exclusion shall not apply where WMSC has not called for or held the general meeting for any reason whatsoever; or
(ii) WMSC has terminated the SPA 2 in accordance with clause 3.4(i)(b) above on material adverse effect of the Excel Marco Group; or
(iii) Elixir II has terminated the SPA 2 in accordance with clause 3.4(i)(a) above on material adverse effect of the Target Group Companies.

The due date for payment shall be the date falling 10 business days after written demand by WMSC or Elixir II, as the case may be.

3.6 Closing

Subject to fulfilment of the conditions precedent, closing shall take place on such date falling on the last day of the month immediately following the day upon which the last condition is satisfied. On the closing date, the parties shall procure that their respective closing obligations set out in the SPA 2 are fulfilled.

Prior to closing, WMSC will ensure that the Target Group Companies settles any and all unpaid amounts owed to any direct or indirect shareholder of any Target Group Company or any of their connected persons (other than any amounts owing from a Target Group Company to another Target Group Company). On closing, WMSC will ensure that all sums owing to or owed by the Target Group Companies by any member of the WMSC’s group or any of their connected person (other than by a Target Group Company to another Target Group Company) are repaid, waived, or otherwise eliminated at no cost to the Purchaser’s group. The Purchaser may adjust the Closing Amount or set off any relevant completion adjustment amounts against such indebtedness or costs in relation to the same.

Prior to closing, the Purchaser will ensure that the Excel Marco Group settles any and all unpaid amounts owed to any direct or indirect shareholder of any Excel Marco Group Company, or any of their connected persons, other than any amounts owing from the Purchaser or any Excel Marco Group Company to another Excel Marco Group Company. On Closing, the Purchaser will ensure that all sums owing to or owed by the Purchaser and the Excel Marco Group by any member of the Purchaser’s group or any of their connected persons (other than by a member of the Excel Marco Group to another Excel Marco Group Company or by a member of the Excel Marco Group or a member of the Purchaser's group to PrimeMovers Equity (S) Pte Ltd are repaid, waived, or otherwise eliminated at no cost to WMSC’s group. WMSC may adjust the Closing Amount or set off any relevant completion adjustment amounts against such indebtedness or costs in relation to the same.

3.7 Post-Closing Adjustments

No later than 30 business days after closing, Elixir II will deliver draft completion statements for the Target Group Companies and Excel Marco Group. Elixir II and WMSC will co-operate in preparing, reviewing, and agreeing on these statements, and each party will provide reasonable access to books, records, and information needed for this process.

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

Target Group Adjustment

(i) If the Target Group Completion Adjustment Amount is a positive number, Elixir I shall pay in cash an amount equal to the Target Group Completion Adjustment Amount to the Seller.
(ii) If the Target Group Completion Adjustment Amount is a negative number, the Seller shall pay in cash an amount equal to the Target Group Completion Adjustment Amount to Elixir I.

The following defined terms shall have the following meanings:

“ Target Group Completion Adjustment Amount ” means the aggregate of the following:

(i) the Target Group Net Cash less the Target Group Estimated Net Cash; and
(ii) the Target Group Net Working Capital less the Target Group Estimated Net Working Capital;

" Target Group Estimated Net Cash " means RM42,700,000;

" Target Group Estimated Net Working Capital " means RM112,872,001;

“ Target Group Net Cash ” means the amount of net cash of the Target Group Companies and WMSB on a consolidated basis as at closing, as determined in accordance with SPA 2;

“ Target Group Net Working Capital ” means the amount of the net working capital of the Target Group Companies and WMSB on a consolidated basis as at closing, as determined in accordance with SPA 2.

Excel Marco Group Adjustment

(i) If the Excel Marco Group Completion Adjustment Amount is a positive number, the Seller shall pay in cash an amount equal to the Excel Marco Group Completion Adjustment Amount to Elixir I.
(ii) If the Excel Marco Group Completion Adjustment Amount is a negative number, Elixir I shall pay in cash an amount equal to the Excel Marco Group Completion Adjustment Amount to the Seller.

The following defined terms shall have the following meanings:

“ Excel Marco Group Completion Adjustment Amount ” means the aggregate of the following:

(i) the Purchaser's Group Net Cash less the Purchaser's Group Estimated Net Cash; and
(ii) the Excel Marco Group Net Working Capital less the Excel Marco Group Estimated Net Working Capital;

“ Excel Marco Group Estimated Net Working Capital " means SGD3,363,326;

" Excel Marco Group Net Working Capital " means the amount of the net working capital of the Purchaser and the Excel Marco Group on a consolidated basis as at closing;

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

" Purchaser's Group Net Cash " means the amount of net cash of the Excel Marco Group and the cash held by the Purchaser on a consolidated basis as at closing, as determined in accordance with SPA 2; and

" Purchaser's Group Estimated Net Cash " means SGD10,000,000;

3.8 Post-Closing Obligations

(i) Change of name : WMSC will use its best endeavours to ensure that, within three months of closing, all members of WMSC and its affiliates and their connected persons cease using the name “Willowglen” or any variation thereto.
(ii) Zero loss guarantee : Please refer to Section 2 of this announcement.
(iii) Excluded properties : The excluded properties will be transferred to WMSC or its nominees prior to Closing. If registration of the transfer cannot be completed by closing for reasons not attributable to WMSC or the Purchaser, the Purchaser will ensure repayment of the consideration for the excluded properties and performance of obligations under the land purchase agreement, and the tenancy agreements for the land to be rented back will be terminated.

3.9 Specific Indemnities

WMSC covenants with Elixir II to indemnify and save harmless Elixir II, or at its option, any Target Group Company, from and against any and all losses which the Elixir II or such Target Group Company (as the case may be) may at any time and from time to time sustain, incur or suffer arising out of, as a result of or in connection with:

(i) the non-recoverability of any receivables exceeding RM50,000 per project receivable of WMSB in respect of the material projects of WMSB; and
(ii) the ongoing dispute between WMSB and Majubina Resources Sdn Bhd in connection with the design, building and construction of telecommunication towers at various sites in Sabah, Malaysia.

3.10 Tax Indemnities

WMSC’s Tax Indemnity

WMSC covenants with the Purchaser to indemnify and save harmless the Purchaser or at its option, any Target Group Company, from any losses which the Purchaser or such Target Group Company may at any time sustain as a result of or in connection with matters relating to the period before closing. This includes tax arising from preclosing transactions, pre-closing income, profits or gains, the change in shareholding of WAPL and transfer of the excluded properties prior to closing, as well as post-closing transactions carried out pursuant to legally binding obligations or arrangements entered into on or before closing. The indemnity also covers associated penalties, charges, surcharges, fines, interest and reasonable professional costs. The tax indemnity is subject to certain exclusions and limitations, including where the relevant tax liability has been provided for in the audited financial statements of each Target Group Company for the twelve-month period ended on 31 December 2024 or the unaudited management accounts relating to each Target Group Company drawn up to 30 September 2025.

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

Purchaser Covenantors’ Tax Indemnity

The Purchaser Covenantors covenant with WMSC to indemnify and save harmless WMSC or at its option, the Purchaser or any Excel Marco Group Company (as the case may be), from and against any and all losses which WMSC, the Purchaser or such Excel Marco Group Company (as the case may be) may at any time and from time to time sustain, incur or suffer arising out of, as a result of or in connection with matters relating to the period before closing. This includes tax arising from pre-closing transactions, pre-closing income, profits or gains, as well as post-closing transactions carried out pursuant to legally binding obligations or arrangements entered into on or before closing. The indemnity also covers associated penalties, charges, surcharges, fines, interest and reasonable professional costs. The tax indemnity is subject to certain exclusions and limitations, including where the relevant tax liability has been provided for in the audited consolidated financial statements of EM Global Limited and the Excel Marco Group for the twelve-month period ended on 31 December 2024 and the unaudited management accounts relating to each Excel Marco Group Company drawn up to 30 September 2025.

4. MSA

The salient terms of the MSA are as follows:

4.1 Term

The MSA will take effect on the closing date of the SPAs and shall continue for a duration of three (3) years, unless extended by mutual agreement of the parties.

4.2 Scope of Services

WMSC shall provide the Services to WSPL. "Services" means the management services to be provided by WMSC to WSPL and the appointment of one or more appointee(s) (approved by the WSPL) as adviser to WSPL or its affiliates (if required in writing by WSPL) and also to provide strategic and operational advice to WSPL or its affiliates.

4.3 Total Fee

The fee payable by the WSPL or its affiliates to WMSC for the provision of the Services for the entire Term is an aggregate sum of RM4,500,000 (the “Total Fee”) or RM1,500,000 per annum during the Term.

The annual amount payable each year is RM1,500,000. The fee for the first year shall be payable by the WSPL (or its affiliates) to WMSC on the date falling six (6) months from and after the effective date and the fee for each subsequent year shall be payable by WSPL (or its affiliates) to WMSC on the date falling six (6) months from each anniversary of the effective date (each a " Fee Payable Date ").

4.4 Termination

(i) Neither party shall terminate this MSA prior to the expiration of the Term unless there is a material and persistent breach by the other party.
(ii) In the event this MSA is terminated by WSPL prior to the expiration of the Term for any reason whatsoever, WSPL shall be liable to pay WMSC the remainder of the Total Fee for the unexpired portion of the Term. Such amount shall become immediately due and payable within ten (10) business days upon receipt of a written demand from WMSC. WSPL acknowledges and agrees that the payment of the remaining Total Fee constitutes agreed liquidated damages and not a penalty for early termination.

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

(iii) In the event this MSA is terminated by WMSC prior to the expiration of the Term for any reason whatsoever, WMSC shall refund to WSPL the pro-rated portion of the Total Fee corresponding to the unexpired portion of the Term which has been paid in advance by WSPL. WMSC shall not be entitled to any portion of the Total Fee for the unexpired portion of the Term that has not accrued as at the date of termination.
(iv) Any termination of this MSA (howsoever occasioned) shall not affect any accrued rights or liabilities of either party, nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

5. SHA

The salient terms of the SHA are as follows:

5.1 Effective Date

The SHA shall come into effect upon closing of the SPAs.

5.2 Group Structure

Elixir II will hold 100% equity interest of WSPL and 25% equity interest of WMSB on closing of the SPAs.

5.3 Board of Directors of Elixir II

(i) Number : The board of directors of Elixir II shall, as at the effective date, consist of not more than three (3) directors.
(ii) Composition : Each shareholder shall be entitled to nominate and appoint one (1) director for every 20% comprising its shareholding percentage, provided that notwithstanding the generality of the foregoing, WMSC shall be entitled to nominate at least one (1) director to Elixir II’s board of directors so long as it is a Significant Shareholder. "Significant Shareholder" means any shareholder with a shareholding percentage of at least 10% at the relevant time.
(iii) Composition as at the Effective Date : Elixir II’s board of directors shall initially comprise, as at the effective date:
(a) two (2) persons appointed by Elixir I, being Goh Soo Jin and Randy Teo (collectively, the " Elixir I Directors " and each, a " Elixir I Director "); and
(b) one (1) person appointed by WMSC, being Simon Wong Chu Keong (the " WMSC Director ").
(iv) Chairman : The Chairman of Elixir II’s board of directors shall be an Elixir I Director. The Chairman shall not be entitled to a second or casting vote at any meeting of Elixir II’s board of directors or at any general meeting of Elixir II.
(v) Quorum for board meeting : The quorum for the first meeting of directors shall be any two directors, including at least one Elixir I Director and one WMSC Director. If a duly convened meeting cannot be held due to lack of quorum, it will be adjourned to the same time and day of the following week, with at least three days’ notice, and the quorum at the adjourned meeting will be any two directors.

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

(vi) Quorum for shareholders’ meeting : The quorum for the first general meeting of shareholders shall be two shareholders, including Elixir I and WMSC. If a duly convened meeting cannot be held due to lack of quorum, it will be adjourned to the same time and day of the following week, with at least three days’ notice, and the quorum at the adjourned meeting will be any two shareholders collectively present in holding a shareholding percentage of more than 50%.
(vii) Board Reserved Matters :

None of the Board Reserved Matters (as set out below) shall be taken by Elixir II and its subsidiaries, which will include the Excel Marco Group and the Target Group Companies post-closing (collectively, the “Group Companies”, and each a “Group Company”) or Elixir II’s board of directors or the board of the relevant Group Company without the prior written approval or affirmative vote of a majority of the directors, including a director appointed by each Significant Shareholder.

(a) The incurring by any Group Company of any capital expenditure exceeding 3% of revenue in the preceding financial year (including the acquisition of any undertaking or asset whether under lease or hire purchase or otherwise), other than capital expenditure approved in the annual budget.
(b) For any Group Company, the incurring of any borrowings or loans that would increase the net debt (defined as Total Debt less Cash) to last twelve months' EBITDA ratio above 2x based on the latest fiscal quarter.

For the purposes of this clause:

(aa) " Total Debt " means any debt, borrowings and financial obligations in the nature of debt (regardless of maturity) of a company;
(bb) " Cash " means any cash, bank deposits or cash equivalents owned by the company and any undistributed cash received by a company from any distributions made by the company readily convertible into cash, including without limitation, cash at bank and in hand; and
(cc) " EBITDA " means the earnings before interest, tax, depreciation and amortisation of a company.
(c) The provision of any credit or the making of any loan (including any loans to the shareholders) or advance to, or for, any person, company or body, which exceeds RM1,000,000 in aggregate or which exceeds RM500,000 in a single transaction, other than by way of (i) deposit of moneys with a bank or other financial institution; (ii) the provision of credit or making of any loan in the ordinary course of business of any of the Group Companies; or (iii) any borrowings between Group Companies.
(d) Any change in the nature and/or scope of the business of any Group Company.

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

5.4 Shareholders’ Reserved Matters

The shareholders of Elixir II hereby undertake to and with each other and shall procure that none of the Shareholders' Reserved Matters (as set out below) shall be taken by any Group Company or the shareholders of the relevant Group Company unless with the prior written approval or affirmative vote of each Significant Shareholder.

Shareholders’ Reserved Matters

(i) Any increase or issuance of new shares or securities convertible into shares in the share capital of any Group Company by 30% or more to the same legal entity or individual over the course of one year.
(ii) Any Group Company entering into, or varying, or waiving any breach of, or discharge of any liability under, or terminating, any contract or arrangement with any director, shareholder or any of its connected persons which is not on arm's length terms, save for:
a. management fees of up to SGD25,000 per month payable by Excel Marco Industrial Systems Pte. Ltd. and/or its subsidiaries collectively to an affiliate of PME; and
b. management fees of up to SGD25,000 per month payable by the Target Companies collectively to an affiliate of PME.
(iii) Any amendment to the constitution of any Group Company that affects the rights of any Significant Shareholder adversely in any material way.
(iv) Any repurchase, cancellation or redemption of any Group Company's share capital or any reduction, consolidation, subdivision or reclassification or other alteration of its capital structure, save for any repurchase, cancellation or redemption which is applied equally to all shareholders of the relevant Group Company and does not affect the rights of any Significant Shareholder adversely in any material way.

5.5 Increases in Capital

Subject to clause 4 (Shareholders' Reserved Matter) above, save and except for:

(i) any issuance of shares in connection with any bona fide acquisition of or investment in any asset or shares or other equity interests in any company or any merger, consolidation, amalgamation of Elixir II with any other corporation, firm or other body; or
(ii) any issuance of shares pursuant to any employee share option plan adopted by Elixir II from time to time with the written approval of WMSC (such written approval not to be unreasonably withheld or delayed),

each of the shareholders shall procure that any issuance of new shares in Elixir II from time to time created by Elixir II to any party (the " Proposed Subscriber ") shall, before issuance, be offered for subscription in the first instance to such persons as at the date of the offer are registered as members of Elixir II (i) in proportion as nearly as practicable to their respective shareholding percentages; (ii) at the same price; and (iii) on terms no less favourable than those offered to the Proposed Subscriber.

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

5.6 Dividend Policy

Each of the shareholders and Elixir II shall, and shall take such action as may be necessary to, procure that each Group Company distributes to and among their respective shareholders cash dividends amounting to no less than 50% of each of its net profits after provision for tax paid or accrued due in each financial year, subject to:

(i) the appropriation of prudent and proper reserves and funds for the growth of each Group Company as determined by the board of directors from time to time;
(ii) the retention out of profits of funds to meet any requirement as to solvency or otherwise applicable to each Group Company (whether under any statute, regulation or ruling and whether or not having the force of law in Singapore, its country of incorporation or otherwise); and
(iii) any scheduled repayments of principal on the Group Company's indebtedness for that financial year and any cash sweep required by the Group Company's financing lenders for that financial year,

and such profits being declared and paid by way of cash dividends to the shareholders ultimately shall be effected as soon as possible from the end of each financial year.

5.7 Transfer of Shares

(i) Moratorium on Transfer

(a) Notwithstanding anything contained in the SHA or the Constitution of Elixir II (“ Constitution ”) but subject to clause 5.7(v) below, Elixir II shall not, without the prior written consent of WMSC, whether directly or indirectly, sell or transfer all or any part of any interest in the shares of WMSB or WSPL (other than Willowglen Asia Pte Limited (“ WAPL ”)), whether legal or beneficial interest, for a period of twenty-four (24) months commencing from the effective date.
(b) Notwithstanding anything contained in the SHA or the Constitution but subject to the provision on clause 5.7(v) below, WMSC shall not, without the prior written consent of Elixir II, whether directly or indirectly, sell or transfer all or any part of any interest in the shares of WMSB, WSPL and their subsidiaries (other than WAPL), whether legal or beneficial interest, for a period of twenty-four (24) months commencing from the effective date.
(c) In respect of WAPL, notwithstanding anything contained in the SHA, subject to clause 5.7(v) below:
(aa) WMSC shall not, without the prior written consent of WSPL, whether directly or indirectly, sell or transfer all or any part of its shares in WAPL, whether legal or beneficial interest; and
(bb) Elixir I and Elixir II shall procure that WSPL shall not, without the prior written consent of WMSC, whether directly or indirectly, sell or transfer all or any part of its shares in WAPL, whether legal or beneficial interest.

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

(d) Notwithstanding anything contained in the SHA or the Constitution but subject to clause 5.7(v) below:
(aa) WMSC shall not, without the prior written consent of Elixir I, whether directly or indirectly, sell or transfer all or any part of the shares held by it, whether legal or beneficial interest, for a period of twenty-four (24) months commencing from the effective date; and
(bb) Elixir I shall not, without the prior written consent of WMSC, whether directly or indirectly, sell or transfer all or any part of the shares held by it, whether legal or beneficial interest, for a period of twenty-four (24) months commencing from the effective date.

(ii) Restriction on Transfer

(a) Save for the pledge of shares by the shareholder in favour of any lender providing bona fide financing to any Group Company as approved by the board of directors of Elixir II, the shareholders (other than Elixir I) shall not, without the prior written consent of Elixir I, create or have outstanding any encumbrance or security interest on or over any shares or any part of its interest in such shares (otherwise than by a transfer of such shares in accordance with the SHA).
(b) WMSC’s right of first offer : If Elixir I proposes to transfer all or any of its shares to any party and such transfer will result in its shareholding percentage reducing to less than 50%, WMSC shall have the first right of offer to purchase such shares. In the event WMSC makes an offer but Elixir I does not accept, Elixir I may sell to any party at a higher price.
(c) Elixir I’s right of first offer : If any shareholder (other than Elixir I) proposes to transfer all or any of its shares (the “ Selling Shareholder ”), Elixir I shall have the first right of offer to purchase such shares. In the event Elixir I makes an offer but the Selling Shareholder does not accept, the Selling Shareholder may sell to any party at a higher price.

(iii) Tag-Along Right:

(a) If Elixir I intends to transfer or sell all or any of its shares to any party (the " Tag-Along Purchaser "), Elixir I, after having first complied with in clause 7.2 (Restriction on Transfer) above, shall give notice in writing of such desire to:
(aa) in the event Elixir I transfers all of its shares, the Significant Shareholder(s) and the Management Shareholders; and
(bb) in any other case, the Significant Shareholder(s) only,
(the " Tag-Along Notice ").
(b) The Tag-Along Notice shall specify:
(aa) the name of the Tag-Along Purchaser to whom Elixir I proposes to transfer such shares;
(bb) the number and class of shares proposed to be transferred by Elixir I to the Tag-Along Purchaser;

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

(cc) the price and other terms and conditions of such transfer by Elixir I to the Tag-Along Purchaser;
(dd) the date of the proposed transfer; and
(ee) in the event that:
- (i) such transfer is in respect of all of Elixir’s shares, an offer made by the Tag-Along Purchaser to the Significant Shareholders and the Management Shareholders on the date of the Tag-Along Notice to purchase all (and not some only) of the shares held by the Significant Shareholders and the Management Shareholders;
- (ii) such transfer is in respect of some and not all of Elixir I’s shares and such transfer will not result in Elixir I's shareholding percentage reducing to 50% or less, an offer made by the Tag-Along Purchaser to the Significant Shareholders on the date of the Tag-Along Notice to purchase such number of shares held by the Significant Shareholders, on the basis that the number of shares which Elixir I and WMSC shall sell shall be pro rata based on their respective shareholding percentages, with reference to the number of shares agreed to be purchased by the Tag-Along Purchaser; and
- (iii) in any other case, an offer made by the Tag-Along Purchaser to the Significant Shareholders on the date of the Tag-Along Notice to purchase all (but not some only) of the shares held by Significant Shareholders,
- (iv) and in each case, the terms and conditions of the offer made by the Tag-Along Purchaser to the Significant Shareholders and (if applicable) the Management Shareholders, including price, shall be no less favourable to the Significant Shareholders and (if applicable) the Management Shareholders than those offered to Elixir I (the " Tag-Along Offer ").
(c) Notwithstanding anything set out herein, the tag-along right shall not apply to any transfer or sale by Elixir I of any or all of its shares in connection with an IPO.

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

(iv) Drag-Along Right

If Elixir I intends to transfer all of its shares to any third party (the " Drag-Along Purchaser "), after having first complied with the provisions in clause 7.2 (Restriction on Transfer) above, Elixir I shall be entitled to give a notice in writing (the " Drag-Along Notice ") to:

(a) provided that Elixir I is transferring all of its shares to the Drag-Along Purchaser and the price offered by the Drag-Along Purchaser will result in an Internal Rate of Return of at least 8% to WMSC on WMSC’s Investment which is equivalent to SGD33,290,322.58, all other shareholders (each, a " Dragged-Along Shareholder ") to require the Dragged-Along Shareholders to sell to the Drag-Along Purchaser all the shares owned by each Dragged-Along Shareholder in excess of Elixir I’s shares, and WMSC shall take all necessary steps to obtain its shareholders’ approval for such sale to the Drag-Along Purchaser if so required by the listing requirements when the Drag-Along Notice is issued, failing which USD1,000,000 shall be payable by WMSC to Elixir I as agreed liquidated damages if such shareholders’ approval is not obtained for any reason whatsoever; and
(b) in any other case, the Management Shareholders only, to require each of them to sell to the Drag-Along Purchaser up to all of the shares held by such Management Shareholder.

(v)

Permitted Transfer

The moratorium on transfer, restriction on transfer, tag-along right and dragalong right shall not apply to transfer of shares to shareholder’s affiliate, in the case of a transfer of any or all of the shares owned by a shareholder to an affiliate of such Shareholder. The original transferring shareholder remains a party to the SHA and is jointly and severally liable with the transferee in respect of the transferred shares.

(vi) Material Group Company and ROFO Assets

In the event of:

(a) a dissolution, liquidation or winding up of any material Group Company (including Elixir II) that contributes 10% or more to the revenue of the Group Companies in the preceding financial year (the " Material Group Company "); or
(b) a disposal of any material undertaking, assets or shares or other equity interests of any Group Company (other than shares in Elixir II) (the " ROFO Assets "). For these purposes, "material" means any disposal which amount exceeds 10% of the net tangible assets of the Group Companies for the preceding financial year per transaction or in aggregate over the course of one year,

Elixir II shall first provide a written notice to WMSC, specifying such intention (the " Written Notice "). WMSC shall have the first right to offer to purchase the shares of the Material Group Company or ROFO Assets (as the case may be) by notifying Elixir II in writing, within thirty (30) business days from the receipt of the Written Notice, whether it wishes to purchase the shares of the Material Group Company or ROFO Assets (as the case may be) and the price at which it wishes to purchase as proposed by WMSC (the " Written Offer "). In the event WMSC makes an offer but Elixir II does not accept, Elixir II may sell to any party at a higher price or proceed to dissolve, liquidate or wind up the Material Group Company (as the case may be).

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

(vii) Change in Effective Interest

(a) If PME intends to transfer or sell all or any of its shares in Elixir I to any party (the " Elixir I Tag-Along Purchaser "), PME shall give notice in writing to WMSC of such desire (the " Elixir I Tag-Along Notice ").
(b) The Elixir I Tag-Along Notice shall specify:
(aa) the name of the Elixir I Tag-Along Purchaser to whom PME proposes to transfer such shares in Elixir I;
(bb) the number and class of shares in Elixir I proposed to be transferred by PME to the Elixir I Tag-Along Purchaser;
(cc) the price and other terms and conditions of such transfer by PME to the Elixir I Tag-Along Purchaser; and
(dd) in the event that:

a. such transfer will not result in PME’s Effective Interest reducing to 50% or less, an offer made by the Elixir I Tag-Along Purchaser to WMSC on the date of the Elixir I Tag-Along Notice to purchase such number of shares equivalent to such percentage of issued shares held by WMSC, as is proportionate to the Effective Interest of Elixir I in Elixir II that PME intends to dispose (the "Elixir I Pro-Rata Tag-Along Shares"), calculated as follows.
Percentage of issued shares represented by the Elixir I Pro-Rata Tag Along Shares = A ÷ BC Where:
A = Effective Interest of PME in Elixir II that PME intends to dispose
B = Shareholding percentage of Elixir I in Elixir II at the relevant time
C = Shareholding percentage of WMSC in Elixir II at the relevant time

For the purposes of this clause, the term "Effective Interest" means the percentage of equity interest effectively held by PME in Elixir II, whether held directly or indirectly through its shareholding in Elixir I, calculated as (i) PME's shareholding percentage in Elixir I; multiplied by (ii) Elixir I’s shareholding percentage in Elixir II.

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

For illustration purposes, assuming the shareholding percentage of WMSC is 33% and the shareholding percentage of Elixir I is 66% and PME intends to dispose of 20% of its shares in Elixir I, the percentage of issued shares represented by the Elixir I Pro-Rata Tag Along Shares will be as follows:

Effective Interest of = 20%  66% PME in Elixir II that PME intends to dispose = 13.2% Percentage of issued = 13.2% ÷ 66%  33% shares represented by the Elixir I Pro-Rata Tag Along Shares = 6.6%

b. such transfer will result in PME’s Effective Interest reducing to 50% or less, an offer made by the Elixir I Tag-Along Purchaser to WMSC on the date of the Elixir I Tag-Along Notice to purchase all (but not some only) of the shares held by WMSC (the "Elixir I Full TagAlong Shares"); and

(ee) the terms and conditions, including price, which shall be no less favourable to WMSC than those offered to PME

5.8 Loan Finance for the Company

Notwithstanding anything to the contrary in the SHA, no shareholder shall be obliged to provide any funding, or to provide any undertaking, covenant, guarantee, performance bond or any other financial accommodation to support the financial requirements of any Group Company, unless otherwise agreed by that shareholder. If and to the extent there is any loan advanced by any shareholder to any Group Company, any interest applicable to such loan shall be based on an arm’s length prevailing market rate as agreed in writing with the Group Company.

5.9 Undertakings of Shareholders

For the purposes of this clause, the following terms shall have the following meanings:

" Relevant Capacity " means for such person's own account or for that of any person (other than Elixir I, its affiliates or the Group Companies);

" Restricted Period " means, in respect of WMSC, the period commencing on and from the effective date up to and including the date falling one year after WMSC ceases to be a shareholder of the Group Companies; and

" Restricted Territory " means Singapore, the People's Republic of China and Malaysia.

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

(i) Non-Solicitation Restrictions on WMSC

WMSC undertakes to and with Elixir I and the Group Companies to procure and ensure that it and its affiliates shall not in any Relevant Capacity during the Restricted Period whether directly or indirectly:

(a) canvass or solicit or seek to canvass or solicit the custom of any person, firm or company who is or has been a customer of any Group Company during the Restricted Period in respect of the Restricted Business; or
(b) solicit any employee or officer of any Group Company or any person who has been an employee or officer of any Group Company during the Restricted Period.

The restrictions in sub-clause (ii) shall not in any way prohibit or restrict any solicitation through the placing of an advertisement or a post of a position available to a member of the public generally and the recruitment of a person through an employment agency.

(ii) Non-Competition Restrictions on WMSC

WMSC undertakes to and with Elixir I and the Group Companies to procure that it and its affiliates shall not in any Relevant Capacity during the period commencing on and from the effective date up to and including the date on which WMSC ceases to be a shareholder of any Group Company whether directly or indirectly:

(a) conduct, carry on or be engaged in the Restricted Business within the Restricted Territory; or
(b) provide advice to any person, firm or company engaged or about to be engaged in the Restricted Business within the Restricted Territory.

The restrictions in this clause shall not operate to prohibit WMSC from holding or being interested in 50% of the outstanding issued share capital of Willowglen Asia Pte Ltd.

5.10 Default

(i) A “ Specified Default Event ” means
(a) in relation to any shareholder:
- (aa) a material breach of the terms of the SHA which, if capable of cure, has not been cured within a period of sixty (60) days after written notice thereof containing a reference to this clause and requiring the breach to be cured has been given to that shareholder;
- (bb) that shareholder suffers an Insolvency Event; and

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

(b) in relation to a Management Shareholder:
- (aa) a breach by such Management Shareholder of the terms of any other agreement between such Management Shareholder and any Group Company, including, without limitation, the employment and/or service agreement of such Management Shareholder with any Group Company, which, if capable of cure, has not been cured within a period of 10 business days after written notice thereof containing a reference to this clause has been given, and provided always that a breach of its noncompete and non-solicit undertakings under in the SHA shall not be deemed capable of cure; and
- (bb) a termination of the employment and/or service agreement of such Management Shareholder by such Management Shareholder with any Group Company otherwise than due to a material breach by such Group Company of such employment and/or service agreement.
(ii) Where any Specified Default Event occurs in relation to any shareholder (the " Defaulting Shareholder "), any other shareholder (the " Non-Defaulting Shareholder ") may at any time, within thirty (30) days after such occurrence, give written notice thereof to the Defaulting Shareholder and Elixir II (the " Default Notice "), specifying in the Default Notice:
(a) the Specified Default Event; and
(b) that the Defaulting Shareholder shall indemnify and hold harmless the Non-Defaulting Shareholder against any and all Losses suffered by the Non-Defaulting Shareholder, or at its option, Elixir II, by reason of the Specified Default Event.
(iii) For so long as the Specified Default Event is not fully remedied and rectified and the losses are not fully recovered by the Non-Defaulting Shareholder, in each case to the satisfaction of the Non-Defaulting Shareholder, the parties to the SHA agree that, notwithstanding anything to the contrary in the SHA, the voting rights and any other rights of the Defaulting Shareholder shall be immediately suspended, including without limitation:
(a) the Defaulting Shareholder shall automatically cease to have the right to appoint any directors;
(b) the Defaulting Shareholder shall not be entitled to vote on any shareholder and/or board resolutions of the Group Companies respectively;
(c) the Defaulting Shareholder shall not be entitled to receive any materials relating to any general or board meetings of the Group Companies;
(d) the Defaulting Shareholder will be automatically deemed to have irrevocably waived the receipt of any dividends declared on the Shares held by it and such dividends shall automatically be retained by Elixir II; and
(e) the Defaulting Shareholder shall automatically cease to have any right of first offer or any tag-along or drag-along rights.

Appendix I

SALIENT TERMS OF THE AGREEMENTS (cont’d)

5.11 Deadlock

In the event that the approval of the directors appointed by all Significant Shareholders for any Board Reserved Matter cannot be obtained after a period of sixty (60) days or after three (3) successive attempts, whichever is the earlier, such Board Reserved Matter shall be treated as a Shareholders' Reserved Matter.

In the event that the approval of the Significant Shareholder(s) for any Shareholders' Reserved Matter cannot be obtained after a period of sixty (60) days or after three (3) successive attempts, whichever is the earlier, a deadlock shall be deemed to arise, and the shareholder shall immediately upon the occurrence of such deadlock, refer such Shareholders' Reserved Matter to the Chief Executive Officer or the most senior officer of each of the shareholders (the " Officer "). Each shareholder shall procure that its Officer shall negotiate in good faith with the other Officers with a view to resolution of such matter.

Upon the resolution of such matter, the directors shall be bound to give effect to the agreement reached between the Officers in respect of such matter. If such matter is not resolved by agreement between the Officers within thirty (30) business days after the date of the shareholders’ referral to the Officers, such matters shall not be proceeded with and the status quo shall prevail.

5.12 Duration and Termination

Subject to the other provisions of the SHA, the SHA shall continue in full force and effect without limit in point of time until the earlier of:

(i) the shareholders agree in writing to terminate the SHA; and

(ii) an effective resolution is passed or a binding order is made for the winding-up of Elixir II, other than to effect a scheme of reconstruction or amalgamation,

provided that this SHA shall cease to have effect as regards any shareholder who ceases to hold any shares save for any of its provisions which are expressed to continue in force after termination.

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Appendix II

HISTORICAL FINANCIAL INFORMATION OF THE TARGET COMPANIES

(i) WMSB

A summary of WMSB’s financial information for the FYE 2022 to FYE 2024 is set out as follows:

		Audited
	FYE 2022	FYE 2023	FYE 2024
	RM	RM	RM
Revenue	54,758,955	63,274,548	69,890,196
Loss before tax ("LBT”) / Profit before tax ("PBT”)	(4,753,434)	(1,581,410)	791,987
(LAT) / PAT	(4,753,434)	(1,581,410)	791,987
Share capital	20,000,000	40,000,000	40,000,000
Shareholders' funds / NA	13,049,633	31,468,223	32,260,210
Total borrowings (excluding lease liabiltiies)	-	9,086,192	5,559,164
Total current assets	52,464,353	70,145,838	71,381,621
Total current liabilities	46,449,922	45,147,588	45,087,288
No. of ordinary shares	20,000,000	28,602,740	40,000,000
(LPS) / EPS (RM)⁽¹⁾	(0.24)	(0.06)	0.02
NA per share (RM)⁽²⁾	0.65	0.79	0.81
Current ratio (times)⁽³⁾	1.13	1.55	1.58
Gearings (times)⁽⁴⁾	0.01	0.29	0.18

Notes:

(1) Calculated based on LAT / PAT over the total number of WMSB shares.
(2) Calculated based on NA over total number of WMSB shares.
(3) Calculated based on the total current assets over total current liabilities.
(4) Calculated based on total borrowings (excluding lease liabilities arising from right-of-use assets) divided by the NA.

Commentary on past financial performance:

FYE 2023 vs FYE 2022

WMSB recorded a revenue of approximately RM63.27 million for the FYE 2023, representing an increase of RM8.51 million or 15.54% from RM54.76 million in FYE 2022. The increase in revenue was mainly attributable to the increase in contract revenue by RM8.42 million or 21.85% to RM46.96 million (FYE 2022: RM38.54 million) due to the commencement of new projects and accelerated progress of ongoing projects.

WMSB incurred a LAT of approximately RM1.58 million for the FYE 2023, representing a decrease in LAT of approximately RM3.17 million or 66.74% as compared to the LAT of approximately RM4.75 million in FYE 2022. This is mainly due to the following:

(a) an increase in other income by RM0.70 million or 134.62% to RM1.22 million for the FYE 2023, primarily attributable to the reversal of impairment loss on receivables; and
(b) lower administrative expenses by RM3.41 million or 26.85% to RM9.29 million for the FYE 2023, mainly attributable to the transfer of payroll of directors to immediate holding company due to the Group’s internal restructuring plan.

Appendix II

HISTORICAL FINANCIAL INFORMATION OF THE TARGET COMPANIES (cont’d)

FYE 2024 vs FYE 2023

WMSB recorded a revenue of approximately RM69.89 million for the FYE 2024, representing an increase of RM6.62 million or 10.46% from RM63.27 million in FYE 2023. The increase in revenue was mainly attributable to the increase in miscellaneous income by RM5.98 million or 39.71% to RM21.04 million (FYE 2023: RM15.06 million) due to additional telecommunication tower projects being secured.

WMSB recorded a PAT of approximately RM0.79 million for the FYE 2024, representing a profit reversal of approximately RM2.37 million or 150.00% as compared to the LAT of approximately RM1.58 million in FYE 2023. This is mainly due to the following:

(a) an increase in other income by RM2.46 million or 201.64% to RM3.68 million for the FYE 2024, primarily attributable to waiver of debt of RM3.50 million by immediate holding company;
(b) lower administrative expenses by RM1.03 million or 11.09% to RM8.26 million for the FYE 2024, mainly attributable to the write off of impairment loss of receivables; and
(c) lower finance costs, primarily due to the waiver of interest by the immediate holding company, resulting from the decrease in interest expense paid to immediate holding company from RM1.65 million to nil for the FYE 2024.

(ii) WSPL

A summary of WSPL’s financial information for the FYE 2022 to FYE 2024 is set out as follows:

		Audited
	FYE 2022	FYE 2023	FYE 2024
	SGD	SGD	SGD
Revenue	43,888,841	43,372,014	40,164,506
PBT	7,714,051	7,647,994	7,448,032
PAT	6,428,587	6,238,693	6,199,291
Share capital	2,000,002	2,000,002	2,000,002
Shareholders' funds / NA	39,161,281	42,899,974	41,599,265
Total borrowings (excluding lease liabilities)	-	-	-
Total current assets	42,808,339	46,761,663	45,577,406
Total current liabilities	4,938,736	5,044,347	5,002,231
No. of ordinary shares	2,000,002	2,000,002	2,000,002
EPS (SGD)⁽¹⁾	3.21	3.12	3.10
NA per share (SGD)⁽²⁾	19.58	21.45	20.80
Current ratio (times)⁽³⁾	8.67	9.27	9.11
Gearings (times)⁽⁴⁾	-	-	-

Notes:

(1) Calculated based on PAT over the total number of WSPL shares.
(2) Calculated based on NA over total number of WSPL shares.
(3) Calculated based on the total current assets over total current liabilities.

Appendix II

HISTORICAL FINANCIAL INFORMATION OF THE TARGET COMPANIES (cont’d)

(4) Calculated based on total borrowings (excluding lease liabilities arising from right-of-use assets) divided by the NA.

Commentary on past financial performance:

FYE 2023 vs FYE 2022

WSPL recorded a revenue of approximately SGD43.37 million for the FYE 2023, representing a decrease of SGD0.52 million or 1.18% from SGD43.89 million in FYE 2022. The decrease in revenue was mainly attributable to the decrease in maintenance income by SGD0.78 million or 4.80% to SGD15.48 million (FYE 2022: SGD16.26 million) due to the expiry of certain maintenance contracts without renewal.

WSPL recorded a PAT of approximately SGD6.24 million for the FYE 2023, representing a decrease of approximately SGD0.19 million or 2.95% as compared to the PAT of approximately SGD6.43 million in FYE 2022. This is mainly due to the following:

(a) higher distribution expenses by SGD0.13 million or 13.68% to SGD1.08 million for the FYE 2023, mainly attributable to an increase in staff cost;
(b) higher income tax expenses due to prior year income tax payable; and
(c) higher finance costs as a result of increased lease liabilities and the borrowing rates applicable to the lease liabilities.

FYE 2024 vs FYE 2023

WSPL recorded a revenue of approximately SGD40.16 million for the FYE 2024, representing a decrease of SGD3.21 million or 7.40% from SGD43.37 million in FYE 2023. The decrease in revenue was mainly attributable to the decrease in long term contract income by SGD4.42 million or 15.88% to SGD23.41 million (FYE 2023: SGD27.83 million) due to a decrease in new projects secured.

WSPL recorded a PAT of approximately SGD6.20 million for the FYE 2024, representing a decrease of approximately SGD0.04 million or 0.64% as compared to the PAT of approximately SGD6.24 million in FYE 2023. This is mainly due to a decrease in interest income by SGD0.04 million or 30.77% to SGD0.09 million for the FYE 2024, primarily attributable to lower fixed deposit placements.

(iii) WASIA

A summary of WASIA’s financial information for the FYE 2022 to FYE 2024 is set out as follows:

		Audited
	FYE 2022	FYE 2023	FYE 2024
	SGD	SGD	SGD
Revenue	-	-	-
LBT	(3,041)	(5,709)	(5,705,087)
LAT	(3,041)	(5,709)	(5,705,087)
Share capital	1	1	1
Shareholders' funds / NA	(32,306)	(38,015)	(5,743,102)
Total borrowings	-	-	-
Total current assets	409	301,309	409
Total current liabilities	4,199,631	4,807,140	5,743,511

Appendix II

HISTORICAL FINANCIAL INFORMATION OF THE TARGET COMPANIES (cont’d)

		Audited
	FYE 2022	FYE 2023	FYE 2024
	SGD	SGD	SGD
No. of ordinary shares	1	1	1
LPS (SGD)⁽¹⁾	(3,041)	(5,709)	(5,705,087)
NA per share (SGD)⁽²⁾	(32,306)	(38,015)	(5,743,102)
Current ratio (times)⁽³⁾	*0.00	0.06	*0.00
Gearings (times)⁽⁴⁾	-	-	-

*Negligible.

Notes:

(1) Calculated based on LAT over the total number of WASIA shares.
(2) Calculated based on NA over total number of WASIA shares.
(3) Calculated based on the total current assets over total current liabilities.
(4) Calculated based on total borrowings divided by the NA.

Commentary on past financial performance:

FYE 2023 vs FYE 2022

WASIA recorded no revenue for the FYE 2023 as it operates solely as an investment holding company.

WASIA incurred a LAT of approximately SGD5,709 for the FYE 2023, representing a increase in LAT of approximately SGD2,668 or 87.73% as compared to the LAT of approximately SGD3,041 in FYE 2022. This is mainly due to an increase in administrative expenses by SGD2,661or 86.42% to SGD5,740 for the FYE 2023 due to an increase in secretarial fees and audit fees.

FYE 2024 vs FYE 2023

WASIA recorded no revenue for the FYE 2024 as it operates solely as an investment holding company.

WASIA incurred a LAT of approximately SGD5.71 million for the FYE 2024, representing a decrease of approximately SGD5.70 million or 99,831.46% as compared to the LAT of approximately SGD5,709 in FYE 2023. This is mainly due to the following:

(a) Impairment loss on investment in associate of SGD5.44 million for the FYE 2024, and
(b) Impairment loss on loan to associate company of SGD0.30 million for the FYE 2024.

Appendix II

HISTORICAL FINANCIAL INFORMATION OF THE TARGET COMPANIES (cont’d)

(iv) WSI

A summary of WSI’s financial information for the FYE 2022 to FYE 2024 is set out as follows:

		Audited
	FYE 2022	FYE 2023	FYE 2024
	CAD	CAD	CAD
Revenue	11,595,507	10,982,748	9,305,171
PBT / (LBT)	1,159,872	(1,062,578)	(8,044,723)
PAT / (LAT)	533,165	(944,397)	(7,723,195)
Share capital	4,200,102	4,700,102	5,700,102
Shareholders' funds / NA	11,647,308	11,202,911	4,470,715
Total borrowings	5,995,728	7,495,184	5,832,756
Total current assets	10,623,475	12,232,189	7,045,300
Total current liabilities	11,666,652	16,892,088	19,700,029
No. of ordinary shares⁽⁵⁾	4,200,076	8,499,904	8,499,904
EPS / (LPS) (CAD)⁽¹⁾	0.13	(0.11)	(0.91)
NA per share (CAD)⁽²⁾	2.77	1.32	0.53
Current ratio (times)⁽³⁾	0.91	0.72	0.36
Gearings (times)⁽⁴⁾	0.51	0.67	1.30

Notes:

(1) Calculated based on LAT over the total number of WSI shares.

(2) Calculated based on NA over total number of WSI shares.

(3) Calculated based on the total current assets over total current liabilities.
(4) Calculated based on total borrowings divided by the NA.
(5) Refers to the aggregate of Class C and Class D participating common shares only.

Commentary on past financial performance:

FYE 2023 vs FYE 2022

WSI recorded a revenue of approximately CAD10.98 million for the FYE 2023, representing a decrease of CAD0.62 million or 5.34% from CAD11.60 million in FYE 2022. The decrease in revenue was mainly attributable to the decrease in government contributions by CAD0.46 million or 22.33% to CAD1.60 million (FYE 2022: CAD2.06 million) due to the windup of access to scaleup government grant funding, the improper application of stacking rules under the Scientific Research and Experimental Development programme and other government incentives, and delays in the commencement of several major multiyear infrastructure projects.

WSI incurred a LAT of approximately CAD0.94 million for the FYE 2023, representing a decrease of approximately CAD1.47 million or 277.36% as compared to the PAT of approximately CAD0.53 million in FYE 2022. This is mainly due to the following:

(a) higher administrative expenses mainly attributable to increased personnel costs, professional, legal, and advisory fees, and higher overheads incurred in support of ongoing operations, sales & marketing and strategic initiatives; and

Appendix II

HISTORICAL FINANCIAL INFORMATION OF THE TARGET COMPANIES (cont’d)

(b) higher finance costs arising from an increase in interest expense charged on long term borrowings by CAD0.28 million or 56.00% to CAD0.78 million for the FYE 2023.

FYE 2024 vs FYE 2023

WSI recorded a revenue of approximately CAD9.31 million for the FYE 2024, representing a decrease of CAD1.67 million or 15.21% from CAD10.98 million in FYE 2023. The decrease in revenue was mainly attributable to the decrease in government contributions by CAD1.11 million or 69.38% to CAD0.49 million (FYE 2023: CAD1.60 million) due to reduced levels of government incentive and grant funding, and the continued delay in the commencement of several large, multiyear infrastructure programs.

WSI incurred a LAT of approximately CAD7.72 million for the FYE 2024, representing a increase in LAT of approximately CAD6.78 million or 721.28% as compared to the LAT of approximately CAD0.94 million in FYE 2023. This is mainly due to the following:

(a) higher administrative expenses mainly attributable to increased personnel costs, professional and advisory fees, higher overheads incurred in support of ongoing operations and strategic initiative, significant one-off and non-recurring items, including restructuring costs, impairment charges, provisions, and other expenses arising from operational challenges and a strategic review of the business; and
(b) higher finance costs arising from an increase in interest expense charged on long term borrowings by CAD0.08 million or 10.26% to CAD0.86 million for the FYE 2024.

(v) WVIET

A summary of WVIET’s financial information for the FYE 2022 to FYE 2024 is set out as follows:

		Audited
	FYE 2022	FYE 2023	FYE 2024
	VND	VND	VND
Revenue	-	-	-
PBT / (LBT)	(35,564,476)	(19,545,690)	6,543,636
PAT / (LAT)	(35,564,476)	(19,545,690)	6,543,636
Share capital	2,277,000,000	2,277,000,000	2,277,000,000
Shareholders' funds / NA	994,436,546	974,890,856	981,434,492
Total borrowings	-	-	-
Total current assets	1,677,624,355	1,688,890,150	1,733,719,183
Total current liabilities	683,187,809	713,999,294	752,284,691
No. of ordinary shares	2,200,000,000	2,200,000,000	2,200,000,000
(LPS) / EPS (VND)⁽¹⁾	(0.02)	(0.01)	0.00
NA per share (VND)⁽²⁾	0.45	0.44	0.45
Current ratio (times)⁽³⁾	2.46	2.37	2.30
Gearings (times)⁽⁴⁾	-	-	-

Notes:

(1) Calculated based on PAT/LAT over the total number of WVIET shares.
(2) Calculated based on NA over total number of WVIET shares.

Appendix II

HISTORICAL FINANCIAL INFORMATION OF THE TARGET COMPANIES (cont’d)

(3) Calculated based on the total current assets over total current liabilities.
(4) Calculated based on total borrowings divided by the NA.

Commentary on past financial performance:

FYE 2023 vs FYE 2022

WVIET recorded no revenue for FYE 2023 due to due to delays in operational commencement resulting from the lack of qualified candidates.

WVIET incurred a LAT of approximately VND19.55 million for the FYE 2023, representing a decrease in LAT of approximately VND16.01 million or 45.02% as compared to the LAT of approximately VND35.56 million in FYE 2022. This is mainly due to the lower administrative expenses by VND31.77 million or 51.58% to VND29.82 million for the FYE 2023 as a result of lower outsource administrative charges.

FYE 2024 vs FYE 2023

WVIET recorded no revenue for FYE 2024 due to due to delays in operational commencement resulting from the lack of qualified candidates.

WVIET recorded a PAT of approximately VND6.54 million for the FYE 2024 as compared to the LAT of approximately VND19.55 million in FYE 2024. This is mainly due to the following:

(a) higher financial income by VND39.19 million or 95.40% to VND80.27 million for the FYE 2024 due to higher interest rates on fixed deposits; and
(b) lower financial expenses by VND15.35 million or 49.82% to VND15.46 million for the FYE 2024 due to lower unrealised foreign exchange losses.

(vi) WLG

A summary of WLG’s financial information for the FYE 2022 to FYE 2024 is set out as follows:

		Audited
	FYE 2022	FYE 2023	FYE 2024
	SGD	SGD	SGD
Revenue	-	-	-
LBT	(9,257)	(9,907)	(3,509)
LAT	(9,265)	(9,914)	(3,551)
Share capital	1	1	1
Shareholders' funds / NA	(117,928)	(127,842)	(131,393)
Total borrowings	-	-	-
Total current assets	98,685	100,991	96,527
Total current liabilities	273,703	281,923	281,010
No. of ordinary shares	1	1	1
(LPS) (SGD)⁽¹⁾	(9,265)	(9,914)	(3,551)
NA per share (SGD)⁽²⁾	(117,928)	(127,842)	(131,393)
Current ratio (times)⁽³⁾	0.36	0.36	0.34
Gearings (times)⁽⁴⁾	-	-	-

Appendix II

HISTORICAL FINANCIAL INFORMATION OF THE TARGET COMPANIES (cont’d)

Notes:

(1) Calculated based on LAT over the total number of WLG shares.
(2) Calculated based on NA over total number of WLG shares.
(3) Calculated based on the total current assets over total current liabilities.
(4) Calculated based on total borrowings divided by the NA.

Commentary on past financial performance:

FYE 2023 vs FYE 2022

WLG recorded no revenue for the FYE 2023 as it operates solely as an investment holding company.

WLG incurred a LAT of approximately SGD9,914 for the FYE 2023, representing an increase of approximately SGD649 or 7.00% as compared to the LAT of approximately SGD9,265 in FYE 2022. This is mainly due to an increase in administrative expenses by SGD998 or 10.78% to SGD10,255 for the FYE 2023 mainly attributable to higher bank charges.

FYE 2024 vs FYE 2023

WLG recorded no revenue for the FYE 2024 as it operates solely as an investment holding company.

WLG incurred a LAT of approximately SGD3,551 for the FYE 2024, representing a decrease of approximately SGD6,363 or 64.18% as compared to the LAT of approximately SGD9,914 in FYE 2023. This is mainly due to a decrease in administrative expenses by SGD4,992 or 48.68% to SGD5,263 for the FYE 2024 as a result of the impairment loss on investment in associate of SGD4,000 for the FYE 2024.

Appendix III

HISTORICAL FINANCIAL INFORMATION OF ELIXIR II

(i) EMIS

A summary of EMIS’s financial information for the FYE 2022 to FYE 2024 is set out as follows:

		Audited
	FYE 2022	FYE 2023	FYE 2024
	SGD	SGD	SGD
Revenue	23,166,684	32,276,678	27,666,549
PBT	3,731,523	6,024,079	3,739,002
PAT	3,748,523	5,074,754	2,853,089
Share capital	4,200,000	4,200,000	4,200,000
Shareholders' funds / NA	9,140,543	16,444,456	19,162,490
Total borrowings	-	-	-
Total current assets	22,899,274	29,732,198	30,840,950
Total current liabilities	13,948,527	13,769,639	12,211,388
No. of ordinary shares	4,200,000	4,200,000	4,200,000
EPS (SGD)⁽¹⁾	0.89	1.21	0.68
NA per share (SGD)⁽²⁾	2.18	3.92	4.56
Current ratio (times)⁽³⁾	1.64	2.16	2.53
Gearings (times)⁽⁴⁾	0.00	0.04	0.07

Notes:

(1) Calculated based on PAT over the total number of EMIS shares.
(2) Calculated based on NA over total number of EMIS shares.
(3) Calculated based on the total current assets over total current liabilities.
(4) Calculated based on total borrowings divided by the NA.

FYE 2023 vs FYE 2022

EMIS recorded a revenue of approximately SGD32.28 million for the FYE 2023, representing an increase of SGD9.11 million or 39.32% from SGD23.17 million in FYE 2022. The increase in revenue was mainly attributable to the increase in project revenue by SGD7.17 million or 41.20% to SGD24.56 million (FYE 2022: SGD17.41 million) driven by a higher volume of project deliveries.

EMIS recorded a PAT of approximately SGD5.07 million for the FYE 2023, representing an increase of approximately SGD1.33 million or 35.20% as compared to the PAT of approximately SGD3.75 million in FYE 2022. This is mainly due to an increase in revenue and an increase in interest income by SGD0.22 million or 261.95% to SGD0.30 million for the FYE 2023.

FYE 2024 vs FYE 2023

EMIS recorded a revenue of approximately SGD27.67 million for the FYE 2024, representing a decrease of SGD4.61 million or 14.28% from SGD32.28 million in FYE 2023. The decrease in revenue was mainly attributable to the decrease in project revenue by SGD7.52 million or 30.61% to SGD17.04 million (FYE 2023: SGD24.56 million) due to fewer projects being secured.

Appendix III

HISTORICAL FINANCIAL INFORMATION OF ELIXIR II (cont’d )

EMIS recorded a PAT of approximately SGD2.85 million for the FYE 2024, representing a decrease of approximately SGD2.22 million or 43.79% as compared to the PAT of approximately SGD5.07 million in FYE 2023. This is mainly due to the following:

(a) lower revenue achieved attributable to fewer projects being secured;
(b) higher marketing and distribution expenses by SGD0.14 million or 407.56% to SGD0.17 million for the FYE 2024, primarily attributable to higher marketing expenditure;
(c) higher administrative expenses by SGD0.69 million or 26.93% to SGD3.27 million for the FYE 2024, mainly attributable to higher staff cost; and
(d) an increase in finance costs by SGD0.13 million or 758.13% to SGD0.15 million for the FYE 2024, primarily attributable to new lease liabilities.

(ii) EMIA

A summary of EMIA’s financial information for the FYE 2023 to FYE 2024 are set out as follows:

	Audited
	⁽¹⁾FYE 2023	FYE 2024
	RM	RM
Revenue	1,374,514	1,879,803
PBT	24,326	189,312
PAT	24,326	161,208
Share capital	200,000	200,000
Shareholders' funds / NA	224,326	385,534
Total borrowings	-	-
Total current assets	296,930	571,195
Total current liabilities	139,286	232,017
No. of ordinary shares	1,000	200,000
EPS (RM)⁽²⁾	24.33	0.81
NA per share (RM)⁽³⁾	224.33	1.93
Current ratio (times)⁽⁴⁾	2.13	2.46
Gearings (times)⁽⁵⁾	-	-

Notes:

(1) Refers to the audited financial information of EMIA for the 15-month financial period ended 31 December 2025, arising from the incorporation of EMIA on 26 August 2022.
(2) Calculated based on PAT over the total number of EMIA shares.
(3) Calculated based on NA over total number of EMIA shares.
(4) Calculated based on the total current assets over total current liabilities.
(5) Calculated based on total borrowings divided by the NA.

Appendix III

HISTORICAL FINANCIAL INFORMATION OF ELIXIR II (cont’d )

FYE 2024 vs FYE 2023

EMIA recorded a revenue of approximately RM1.88 million for the FYE 2024, representing an increase of RM0.51 million or 37.22% from RM1.37 million in FYE 2023. The increase in revenue was mainly attributable to the increase in number of projects secured.

EMIA recorded a PAT of approximately RM0.16 million for the FYE 2024, representing an increase of approximately RM0.14 million or 700.00% as compared to the PAT of approximately RM0.02 million in FYE 2023. This is mainly driven by improved gross profit margins from engineering service activities.

(iii) EMCA

A summary of EMCA’s financial information for the FYE 2022 to FYE 2024 are set out as follows:

		Audited
	FYE 2022	FYE 2023	FYE 2024
	RMB	RMB	RMB
Revenue	13,071,589	15,631,738	14,016,689
PBT / (LBT)	582,859	4,571,336	(1,003,066)
PAT/ (LAT)	582,859	4,500,954	(1,042,138)
Share capital	8,700,338	8,700,338	8,700,338
Shareholders' funds / NA	2,759,185	4,956,354	4,649,936
Total borrowings	1,316,732	-	-
Total current assets	5,518,049	7,999,703	7,409,464
Total current liabilities	1,576,840	3,109,922	2,799,693
No. of ordinary shares	*-	*-	*-
EPS (RMB)⁽¹⁾	*-	*-	*-
NA per share (RMB)⁽²⁾	*-	*-	*-
Current ratio (times)⁽³⁾	3.50	2.57	2.65
Gearings (times)⁽⁴⁾	0.48	-	-

Notes:

* Management represented that EMCA is a limited liability company incorporated in the People’s Republic of China and therefore does not have ordinary shares. As such, information on number of shares, EPS and NA per share is not applicable.

(1) Calculated based on PAT over the total number of EMCA shares.
(2) Calculated based on NA over total number of EMCA shares.
(3) Calculated based on the total current assets over total current liabilities.
(4) Calculated based on total borrowings divided by the NA.

Appendix III

HISTORICAL FINANCIAL INFORMATION OF ELIXIR II (cont’d )

FYE 2023 vs FYE 2022

EMCA recorded a revenue of approximately RMB15.63 million for the FYE 2023, representing an increase of RMB2.56 million or 19.59% from RMB13.07 million in FYE 2022. The increase in revenue was mainly attributable to the increase in internal revenue by RMB4.59 million or 77.27% to RMB10.53 million (FYE 2022: RMB5.94 million) mainly driven by the higher number of projects secured.

EMCA recorded a PAT of approximately RMB4.50 million for the FYE 2023, representing an increase of approximately RMB3.92 million or 675.86% as compared to the PAT of approximately RMB0.58 million in FYE 2022. This is mainly due to lower administrative expenses by RMB0.15 million or 4.04% to RMB3.61 million for the FYE 2023, mainly attributable to higher project recovery costs.

FYE 2024 vs FYE 2023

EMCA recorded a revenue of approximately RMB14.02 million for the FYE 2024, representing a decrease of RMB1.61 million or 10.30% from RMB15.63 million in FYE 2023. The decrease in revenue was mainly attributable to the decrease in internal sales by RMB2.55 million or 24.20% to RMB7.99 million (FYE 2023: RMB10.54 million) mainly driven by lower number of projects secured.

EMCA recorded a LAT of approximately RMB1.04 million for the FYE 2024, representing a decrease of approximately RMB5.54 million or 123.11% as compared to the PAT of approximately RMB4.50 million in FYE 2023. This is mainly due to the following:

(a) higher administrative expenses by RMB0.81 million or 22.33% to RMB4.41 million for the FYE 2024, mainly attributable to higher project recovery costs; and
(b) higher distribution costs by RMB0.06 million or 216.96% to RMB0.09 million for the FYE 2024, primarily attributable to higher marketing expenditure.

AI assistant

WILLOWGLEN MSC BERHAD — M&A Activity 2026

71889_rns_2026-03-31_4b64bebe-345f-4f43-b511-dae9a4d8eab6.pdf

WILLOWGLEN MSC BERHAD (“WMSC” OR THE “COMPANY”)

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

Before the Proposed Disposals and Proposed Call and Put Option

After the Proposed Disposals and Exercise of the Proposed Call and Put Option

2. DETAILS OF THE PROPOSED DISPOSALS AND PROPOSED CALL AND PUT OPTION

(i) Proposed WMSB Disposal

(ii) Proposed WSPL Disposal

(iii) Proposed Call and Put Option

2.1 Information on the Target Companies

2.1.1 Willowglen (Malaysia) Sdn. Bhd.

2.1.2 Willowglen Services Pte. Ltd.

2.2 Information on Elixir II

2.3 Basis and justification of the Disposal Considerations

2.4 Basis and justification for the issue price of the Consideration Shares

Notes:

2.5 Ranking of the Consideration Shares

2.6 Mode of settlement for the Disposal Considerations

(i) WMSB Disposal Consideration

(ii) WSPL Disposal Consideration

(iii) Exercise Price of the Call and Put Option

2.7 Original costs and dates of investment

(i) WMSB

(ii) WSPL

2.8 Financial resources

2.9 Liabilities to be assumed by WMSC

2.10 Listing and quotation of the Consideration Shares

3. DETAILS OF THE PROPOSED PROVISION OF FINANCIAL ASSISTANCE

4. DETAILS OF THE PROPOSED CHANGE OF NAME

5. RATIONALE FOR THE PROPOSALS

5.1 Proposed Disposals and Proposed Call and Put Option

5.2 Proposed Provision of Financial Assistance

5.3 Proposed Change of Name

6. INDUSTRY OVERVIEW AND PROSPECTS

6.1 Overview and outlook of the Malaysia economy

(Source: Economic and Monetary Review 2025, Ministry of Finance Malaysia)

6.2 Overview and outlook of the Singapore economy

6.3 Overview and outlook of information and communication industry in Malaysia

6.4 Overview and outlook of engineering industry in Singapore

6.5 Prospects of Elixir II

7. UTILISATION OF PROCEEDS

8. LISTING STATUS AND FUTURE PLANS

9. RISK FACTORS FOR THE PROPOSED DISPOSALS, PROPOSED CALL AND PUT OPTION AND PROPOSED PROVISION OF FINANCIAL ASSISTANCE

9.1 Completion risk

9.2 Contractual risk

9.3 Listing status risk

9.4 Loss of potential future income after the Proposed Disposals and Proposed Call and Put Option

9.5 Zero Loss Guarantees

9.6 Drag-along risk

9.7 Risk related to the Proposed Provision of Financial Assistance

10. EFFECTS OF THE PROPOSALS

10.1. NA per Share and gearing

Notes:

10.2 Earnings and earnings per WMSC Share (“EPS”)

Notes:

10.3 Convertible securities

11. HIGHEST PERCENTAGE RATIO

12. APPROVALS REQUIRED

13. CONDITIONALITY OF THE PROPOSALS

14. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM

15. POLICIES ON THE FOREIGN INVESTMENTS, REPATRIATION OF PROFITS AND TAXATION

(ii) Taxation

16. DIRECTORS’ STATEMENT

17. ADVISER

18. APPLICATION TO THE RELEVANT AUTHORITIES

19. ESTIMATED TIME FRAME FOR COMPLETION

20. DOCUMENTS AVAILABLE FOR INSPECTION

1. SPA 1

1.1 Sale and Purchase of WMSB Shares

1.2 Purchase Price

1.3 Conditions Precedent

1.4 Closing

1.5 Termination

1.6 Tax Indemnity

2. Option Agreement

2.1 Effective Date

2.2 Grant of Call Option and Put Option

Grant of Call Option to Elixir II

WILLOWGLEN MSC BERHAD M&A Activity 2026