Reference is made to the Company's announcement dated 25 September 2025 in relation to the Proposed Transaction ("Earlier Announcement"). Unless otherwise defined, the terms used herein shall have the same meaning as those defined in the Earlier Announcement.

The Board of Directors of F&NHB wishes to announce that F&NHB and TTDB have on 21 August 2026 entered into the Sale and Purchase of Shares Agreement ("SPA") in relation to the Proposed Transaction, upon fulfilment/waiver of the Pre SPA Completion Items on 21 August 2026 ("Fulfilment Date").

As announced in the Earlier Announcement, the consideration is determined and derived based on fifty per centum (50%) of the Adjusted Proforma Net Asset Value of Vacaron as at the Fulfilment Date ("Consideration"). The Adjusted Proforma Net Asset Value of Vacaron is the net asset value of Vacaron less (i) the carrying value of the land held under Pajakan Negeri 108938, Lot 10148 Seksyen 13, Bandar Petaling Jaya, Daerah Petaling, Negeri Selangor, Malaysia ("Land"); and (ii) property development costs, and adding Ringgit Malaysia Three Hundred and Sixty Million (RM360,000,000.00), representing the revised value of the Land as agreed by both the Company and TTDB.

The Interim Purchase Consideration (as defined later) will be determined upon receipt of Vacaron's Proforma Management Accounts within five (5) business days from the Fulfilment Date.  Adjustment may be made to the Consideration upon completion of audit which shall be forty five (45) days from the receipt of the Vacaron's Proforma Management Account.

There were no significant changes to the salient terms and conditions set out in the Heads of Agreement dated 25 September 2025, as disclosed in the Earlier Announcement, and such terms and conditions remain substantially the same as those contained in the SPA.  The salient terms and conditions of the SPA is attached as Appendix A to this announcement.

This announcement is dated 21 August 2026.