INTRODUCTION

The Board of Directors ("Board") of Marine & General Berhad ("M&G" or "the Company") wishes to announce that a wholly owned subsidiary of M&G namely, M&G Marine Services Sdn. Bhd. (“MGMS”), had on 7 May 2025, entered into a Joint Venture Agreement (“JVA”) with WHS Global Engineering Sdn. Bhd. (“WHS”). In line with the JVA both parties agreed to incorporate a joint venture company namely, M&G WHS Engineering Sdn Bhd ("M&G WHS" or “JV Company”), to jointly undertake engineering contracts comprising of steel fabrication and hook-up works, and provision of specialized equipment.

BACKGROUND INFORMATION ON MGMS AND WHS

Information on MGMS

MGMS was incorporated in Malaysia on 23 March 2022 as a private limited liability company under its present name. MGMS is principally set up to undertake vessel management, vessel maintenance and repairs, and other marine services.

MGMS remains dormant since its inception.

The total issued share capital of MGMS is RM1.00, comprising 1 ordinary share of RM1 each.

The directors of MGMS are Abdul Rahman bin Ali and Kamarul Ariffin bin Mohd Jamil.

Information on WHS

WHS was established in 2005 and is currently operating out of its fabrication yard in Kawasan Perindustrian Teluk Kalung, Kemaman, Terengganu. WHS has an issued share capital of RM2.0 million. Its core activities are engineering, fabrication and installation of steel structure and piping, modules, skids, supply of oil gas and marine equipment as well as general civil works. WHS is also one of the few providers of positive pressure enclosure isolation chambers or also known as Welding Habitat System.

PRINCIPAL/SALIENT TERMS OF THE JVA

a) MGMS and WHS hereby acknowledge and agree that a JV Company will be set up upon execution of the JVA. The JV Company shall be an incorporated joint venture for the purpose of exploring, preparing, participating, securing and expediting the execution, implementation and completion of the contracts/projects related to oil & gas engineering segment for maintenance, construction and engineering services comprising steel fabrication and hook-up works and provision of specialized equipment and manpower.

b) The initial paid-up share capital of the JV Company shall be Ringgit Malaysia One Hundred Thousand (RM100,000.00) only divided into one hundred thousand (100,000) ordinary shares of Ringgit Malaysia One (RM1.00) only each. The issued shares shall be subscribed and allotted to the parties in the following proportion:

MGMS :RM70,000 representing seventy per centum (70%)

WHS: RM30,000 representing thirty per centum (30%)

c) The equity proportion held by the parties respectively in the JV Company shall be maintained unchanged over the duration of this JVA unless unanimously agreed upon by the parties.

d) MGMS to secure relevant projects and obtain the necessary project financing on reasonable commercial terms.

e) WHS to provide necessary support and assistance in all aspects, especially on technical matters and finalizing all necessary detailed designs drawings and specifications of the Project.

INFORMATION ON THE JV COMPANY

Arising from the signing of the JVA, MGMS and WHS will incorporate a JV Company, namely M&G WHS, which will have an initial paid-up share capital of Ringgit Malaysia One Hundred Thousand (RM100,000.00) only divided into One Hundred Thousand (100,000) ordinary shares of Ringgit Malaysia One (RM1.00) only each. The issued and paid-up share capital of the JV Company will be jointly held by the parties hereto in the following manner:

The Board of M&G WHS will consist of three (3) directors, as follows:

1. Two (2) representatives to be nominated by MGMS; and
2. One (1) representative to be nominated by WHS

RATIONALE FOR THE JV

This JV provides an opportunity for M&G Group to diversify its business activities into the Oil & Gas Engineering segment. Through this JV, M&G has the opportunity to enhance its operations, increase the company's overall value, and drive revenue growth.

FINANCIAL IMPACT OF THE JV

The JV will be actively pursuing possible contracts in the Oil & Gas Engineering segment. Subject to the successful award of such contract, the JV is expected to contribute positively to the prospects of the Company for financial year ending 30 April 2026 and beyond.

RISK FACTORS AND LIABILITIES TO BE ASSUMED IN RELATION TO THE JV

The risk related to the JV are typical to any other commercial contracts. These include breaches or non-performance of JV or other obligations under the JV.

DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST

None of the directors or major shareholders or person connected to the directors or major shareholders has any interest, direct or indirect in the JV.

DIRECTORS’ STATEMENT

The Board having considered all the relevant factors in respect of the JV is of the opinion that entering the JVA and the incorporation the JV Company are in the best interest of M&G.

APPROVAL REQUIRED

M&G does not require the approval of its shareholders or any authorities to enter into the JVA and the incorporation the JV Company.

This announcement is dated 7 May 2025.