We refer to the Company's announcement dated 27 May 2024 in relation to the unconditional mandatory take-over offer by NTT DATA Japan Corporation ("Offeror") through CIMB Investment Bank Berhad to acquire all the ordinary shares in GHL not already held by the Offeror ("Offer Shares") for a cash consideration of RM1.08 per Offer Share ("Offer"), as well as the Offer Document dated 18 June 2024 relating to the Offer (“Offer Document”). Unless otherwise stated, the terms used herein shall have the same meanings as those set out in the Offer Document.

The Board of Directors of the Company wishes to announce that GHL has on today received a notice from the Offeror, stating that it had on 24 June 2024 acquired 69,822,202 shares through valid acceptances under the Offer, resulting the Offeror's total shareholdings stands at 914,469,510 shares representing 80.11% of GHL's total issued shares.

Accordingly, GHL does not comply with the Public Spread Requirement pursuant to Paragraph 8.02(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad where a listed issuer must ensure that at least 25% of its total listed shares (excluding treasury shares) are in the hands of public shareholders.

The shortfall in the Public Spread Requirement arose as a direct consequence of the Offer and the shortfall is expected to increase further as a result of additional valid acceptances under the Offer until it is closed for acceptances on 5:00 p.m. (Malaysian time) on Tuesday, 9 July 2024, or any further extension thereof.

As stated in Section 4.1 of the Offer Document, “The Offeror does not intend to maintain the listing status of the Offeree on the Main Market of Bursa Securities in the event the Offeree does not meet the Public Spread Requirement after the Closing Date. As such, the Offeror will not be taking any steps to address any shortfall in the public shareholding spread of the Offeree in the event the Offeree does not meet the Public Spread Requirement after the Closing Date.

In the event the Offeror receives valid acceptances under the Offer and/or acquires Offer Shares resulting in the Offeror and its associates holding in aggregate 90% or more of issued Shares, an immediate announcement will be made by the Offeror. Upon such announcement, Bursa Securities will suspend the trading of Shares immediately upon the expiry of 5 Market Days from the Closing Date. Thereafter, the Offeror will procure the Offeree to take the requisite steps to withdraw its listing status from the Official List in accordance with paragraph 16.07 of the Listing Requirements.

However, if the Offeror receives valid acceptances under the Offer and/or acquires Offer Shares resulting in the Offeror and its associates holding in aggregate more than 75% but less than 90% of issued Shares, the Offeror may request the Offeree to make the necessary application to withdraw its listing status from the Official List pursuant to paragraph 16.06 of the Listing Requirements.

Notwithstanding the above, Bursa Securities may at its discretion impose additional conditions for the withdrawal of the Offeree’s listing status from the Official List. If the Offeree is delisted from the Official List, the Shares will no longer be traded on the Main Market of Bursa Securities.”

This announcement is dated 25 June 2024.