1. INTRODUCTION

The Board of Directors of Magna (“Board”) wishes to announce that the wholly-owned subsidiary of Magna, Magna City Shah Alam Sdn. Bhd. (“MCSA” or “the Developer”) had on 24 November 2025 entered into a Joint Venture Agreement (“JVA” or “the Agreement”) with Amat Potensi Sdn. Bhd. (“APSB” or “the Owner”) to undertake a residential housing development of 709 parcels of 99 years leasehold land (“the Project Land”) held under Mukim of Sungai Raya, Daerah of Kinta and Negeri of Perak, measuring approximately 216,907 square meter (sqm) (“the Development”) in accordance with the approved Development Order, whereby such development to be carried out at the Developer’s sole cost and expense on an “as-is-where-is” basis and the terms and conditions as stipulated in the JVA.

(MCSA and APSB shall hereinafter be collectively referred to as the “Parties” and individually as the “Party”).

2. INFORMATION OF THE PARTIES

2.1 Information on MCSA

MCSA was incorporated in Malaysia on 23 August 2007 as a private company limited by shares under the Companies Act, 1965. MCSA is principally involved in property development. The issued share capital of MCSA is RM1,000,000.00 comprising 1,000,000 ordinary shares of MCSA. MCSA is a wholly owned subsidiary of the Company.

As at the date of announcement, the directors and shareholders of MCSA are as follows:

2.2 Information on APSB

APSB was incorporated in Malaysia on 4 May 2009 as a private company limited by shares under the Companies Act, 1965. APSB is principally involved in housing development. The issued share capital of APSB is RM1,250,000.00 comprising 1,250,000 ordinary shares of APSB.

As at the date of announcement, the directors and shareholders of APSB are as follows:

3. SALIENT TERMS OF THE JVA

The salient terms of the JVA include, amongst others, the following:

3.1 Owner’s Entitlement

The Owner shall be entitled to:

(a) one (1) fixed entitlement of Ringgit Malaysia Thirty-Three Million (RM 33,000,000.00), payable in three tranches as follows:-

i. RM13,000,000.00 upon signing of the Agreement;

ii. RM10,000,000.00 on or before ninety (90) days from the date of the Agreement; and

iii. RM10,000,000.00 on or before one hundred and eighty (180) days from the date of the Agreement.

(b) twenty-five percent (25%) of the profit before tax from the Development, to be determined from the audited accounts of the Project or such other financial statements as mutually agreed, payable in full within twenty eight (28) days of the issuance of the Certificate of Completion and Compliance (CCC); and

(c) All payments made by electronic transfer, telegraphic transfer, GIRO, or RENTAS into the Owner’s account shall be deemed received upon written notification and documentary proof of payment.

Save for the Owner’s Entitlement stipulated above, the Developer shall be fully entitled to all Units on the Project Land and all proceeds and revenue derived from their sale or disposal.

3.2 Vacant Possession

The Owner shall deliver vacant possession of the Project Land to the Developer within fourteen (14) days from the date of the Agreement, on an “as-is-where-is” basis, free of squatters, trespassers or adverse claims unless otherwise mutually agreed upon on the date of handover.

All quit rent, assessments and other outgoings relating to the Project Land shall be borne by the Owner up to 31.12.2025, and thereafter by the Developer.

3.3 Power of Attorney

Upon execution of the Agreement, the Owner shall execute and deliver to the Developer a Power of Attorney, empowering the Developer to take all actions necessary for submission of plans and applications relating solely to the Development, including but not limited to Development Order, Building Plans, land matters, and all other development related matters.

3.4 Event of Breach or default

(a) Event of Breach or default by the Owner

In the event that the Owner—

(a) is in material breach of any term, condition, or obligation under the Agreement;

(b) breaches any of its representations, warranties, or undertakings herein, or any of the same is untrue or materially misleading;

(c) is unable to pay its debts pursuant to Section 466 of Companies Act 2016; or

(d) goes into liquidation, whether compulsory or voluntary, proposes any composition or arrangement with its creditors, or is subject to the appointment of a receiver or manager,

then the Developer shall be entitled to the following remedies:-

(i) specific performance to duly perform its obligations under the Agreement;

(ii) unilateral termination of the Agreement, whereupon the Owner shall immediately refund all monies paid by the Developer, free of interest, within thirty (30) days of termination;

(iii) account of profit; and

(iv) special and general damages supplemental, incidental, consequential to the breach of the Agreement.

Upon termination—

(a) the Developer shall redeliver vacant possession of the Project Land to the Owner (except where construction has commenced, in which case the Owner may retain the same without compensation);

(b) the Power of Attorney shall be revoked at the Developer’s sole cost and expense, and the Developer shall execute and register the necessary revocation within seven (7) days, furnishing proof to the Owner; and

(c) the original title of the Project Land and an official search evidencing discharge of the Third-Party Charge and withdrawal of all caveats shall be deposited with the Owner,

thereafter neither Party shall have any claim against the other save for antecedent breaches.

(b) Event of Breach or default by the Developer

In the event that the Developer—

(a) fails to proceed regularly and diligently with its obligations or fails to pay the Owner’s Entitlement;

(b) breaches any representation, warranty, or undertaking, or any of the same is untrue or materially misleading;

(c) is unable to pay its debts pursuant to Section 466 of Companies Act 2016; or

(d) goes into liquidation, whether compulsory or voluntary, proposes any composition or arrangement with creditors, or is subject to a receiver or manager; or

(e) abandons the Development,

then the Owner shall be entitled to the following remedies:-

(i) specific performance to duly perform its obligations under the Agreement; or

(ii) unilateral termination of the Agreement, whereupon the Owner shall immediately refund all monies paid by the Developer, free of interest, within thirty (30) days of termination; and

(iii) account of profit; and

(iv) special and general damages supplemental, incidental, consequential to the breach of the Agreement.

Upon such termination—

(a) the Developer shall redeliver vacant possession of the Project Land to the Owner (except where construction has commenced, which the Owner may retain without compensation). This does not include units which have already been delivered with Certificate of Completion and Compliance (CCC);

(b) the Power of Attorney shall be revoked at the Developer’s sole cost and expense, and the Developer shall execute and register the revocation within seven (7) days, furnishing proof to the Owner;

(c) the Developer shall return the original title of the Project Land and an official search evidencing discharge of the Third-Party Charge and any financier’s encumbrance excluding units already delivered with CCC to the purchasers,

thereafter neither Party shall have any further claim against the other, save insofar as antecedent breaches.

For the avoidance of doubt, any event of breach or default by developer shall cease to operate once full payment of the Owner’s Entitlement (and any late payment interest) has been made.

4. RATIONALE

The Proposed Joint Venture presents a strategic opportunity for MCSA and Magna Group to expand its presence in the state of Perak through collaboration with APSB.

Barring any unforeseen circumstance, the Board is optimistic that the prospects of Magna Group would favourable and the Proposed Joint Venture will fortify the financial performance of Magna Group in the future.

5. FINANCIAL EFFECTS

The Board is of the view that the Joint Venture will not have any effect on the issued share capital and substantial shareholders’ shareholdings of the Company as there is no issuance of new ordinary shares in the Company. The Joint Venture also will not have any material effect on the net assets per share, earnings per share and gearing of the Company for the financial year ending 31 December 2025.

The Joint Venture is expected to contribute positively to the Company’s future earnings, earnings per share and enhance the consolidated net assets of the Company.

6. HIGHEST PERCENTAGE RATIO

APSB being the Landowner will jointly develop the Project Land with MCSA until the completion of the entire project. The ownership of the Project Land still belongs to APSB. As such, the Joint Venture is not regarded as a transaction falling under the ambit of Paragraph 10.02(1) of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”).

However, the highest percentage ratio applicable to the JVA, as per Paragraph 10.02(1)(g)(vii) of MMLR, is 10.499%. This is calculated based on the Owner’s entitlement of RM33,000,000 against the net assets of the Group, as reflected in the latest audited financial statements of the Company for the financial year ended 31 December 2024.

7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDER AND/OR PERSONS CONNECTED TO THEM

None of the Directors or major shareholders or persons connected to the Directors or Major Shareholders has any direct or indirect interest in the JVA.

8. APPROVALS REQUIRED

The JVA is not subject to the approval of the shareholders of the Company.

9. DIRECTORS’ STATEMENT

The Board, having considered all relevant aspects of the Joint Venture, is of the opinion that the Joint Venture is in the best interest of the Company.

This announcement is dated 24 November 2025.