Reference is made to the Company's announcements dated 2 December 2025, 17 December 2025, 23 January 2026, 11 February 2026, 2 April 2026 and 3 April 2026 in relation to the Notice of Extraordinary General Meeting ("EGM") issued by shareholders, Mr Ang Lam Poah, Mr Loo Leong Fatt and Ms Loo Foong Luan, (collectively referred to as the "Requisitionists") and the injunction order granted by the High Court, restraining the calling, holding or proceeding of any general meeting for the purpose of tabling, considering or passing the proposed resolutions contained in the Notice of EGM issued by the Requisitionists, or any other resolution having the same or substantially of similar effect, pending the final disposal of the Originating Summons ("Injunction Order").
The Board of Directors of TTB ("Board") wishes to inform that the Company has on 8 April 2026, recorded a Consent Order before the High Court on the following terms agreed between the Company (Plaintiff) and the Requisitionists (Defendants):
1. The Board of Directors of the Plaintiff will convene an Extraordinary General Meeting not later than 30-6-2026 ("Proposed EGM") by giving a notice of at least 14 days before the Proposed EGM, for the shareholders to consider and if deem fit, to approve a non-binding recommendation to the Board of Directors pursuant to Section 195(2) of the Companies Act 2016 by way of ordinary resolution as follows:
Recommendation 1
To appoint a qualified auditor on such terms that the Board of Directors deem fit in the interest of the Company to review the following transactions/deals and report their findings to the Board of Directors for further consideration:
(i) The debt that is due to IJM Properties Sdn Bhd;
(ii) The joint venture in Trident Treasure Sdn Bhd;
(iii) The investment in Oaxis Sdn Bhd;
(iv) The investment in Million Tiara (M) Sdn Bhd; and
(v) The balance sale consideration owed by Xtra Touch Sdn Bhd.
Recommendation 2
In the event that Recommendation 1 is approved, the shareholders hereby make further non-binding recommendation that one of the following auditors firm, namely Ernst & Young, Deloitte, KPMG, or PricewaterhouseCoopers, be appointed to undertake the review mentioned in Recommendation 1 above.
2. Subject to payment of cost, the Plaintiff will provide a copy of the Record of Depositors as at the cut-off date for the purpose to be used for voting on the Proposed EGM;
3. The Proposed EGM shall be conducted in accordance with the Companies Act 2016 and the Constitution of the Company;
4. The scrutineer of the Proposed EGM shall not be the one nominated earlier by the Defendants or the Plaintiff's usual scrutineer. The appointed scrutineer for the Proposed EGM shall come from a renowned firm to reflect independence;
5. The result of the vote shall be announced by the Chairman of the Proposed EGM and recorded accordingly;
6. The Defendants agree to withdraw the requisition of general meeting pursuant to the Notice of Requisition dated 1-12-2025 and Notice of Extraordinary General Meeting dated 23-1-2026;
7. The Defendants agree not to enforce undertaking given by the Plaintiff in the Order dated 11-2-2026, or make any claim of damages or reimbursement from the Plaintiff in connection with or arising from the Notice of Requisition dated 1-12-2025 and Notice of Extraordinary General Meeting dated 23-1-2026;
8. Nothing in this order can be construed as admission of liability or default by any parties herein;
9. Parties to bear their own cost.
While the Board maintains at all times that the power to appoint any forensic auditor belongs to the Board and that it had correctly exercised its discretion in declining the Requisitionists' request in the Notice of Requisition dated 1-12-2025 and in objecting to the Notice of Extraordinary General Meeting dated 23-1-2026, the Board has, after due deliberation, decided to enter into this Consent Order following the Requisitionists' agreement to revise the proposed EGM agenda to non-binding recommendation.
In particular, the Requisitionists have agreed that the Recommendation 1, relating to the appointment of qualified auditor to review the transactions, if approved, shall be a non-binding recommendation to the Board, and that the findings shall be reported to the Board. Further, instead of the auditor firm previously proposed by the Requisitionists, Recommendation 2, if approved, will constitute a non-binding recommendation to the Board to consider appointing one of the auditors, namely Ernst & Young, Deloitte, KPMG or PricewaterhouseCoopers, to undertake the review mentioned in Recommendation 1 above.
This announcement is dated 8 April 2026.