(i)

to undertake a selective capital reduction and a corresponding capital repayment under Section 116 of the Act in respect of the ordinary shares of MBfCorp (“MBfCorp Shares” or “Shares”) held by all shareholders of MBfCorp (save for Leisure Holidays Holdings Sdn Bhd, Puan Sri Ling Mah Lee @ Ling Lee Hung, Dato’ Loy Teik Ngan and Loy Teik Inn (collectively, the “Non-Entitled Shareholders”)), whose names appear in the Record of Depositors as at the close of business on an entitlement date to be determined and announced later by the Board of Directors of MBfCorp (“Entitlement Date”) (“Entitled Shareholders”);

(ii)

to cancel RM16,211,337.04 from the issued share capital of the Company whereby the issued share capital of the Company will be reduced from RM282,033,314 to RM265,821,976.96 and to apply the credit of RM16,211,337.04 arising therefrom in the manner set out in (iv) below;

(iii)

to cancel all the MBfCorp Shares in issue save for the MBfCorp Shares which are held by the Non-Entitled Shareholders as at the Entitlement Date; and

(iv)

thereafter, to effect the capital repayment of RM16,211,337.04 in cash or RM0.095 for each existing MBfCorp Share held by the Entitled Shareholders on the Entitlement Date.

(i)

to determine the Entitlement Date;

(ii)

to file an application to seek the confirmation from the High Court for the reduction of share capital under Section 116 of the Act;

(iii)

to lodge the required documents, including a copy of the order of the High Court granted pursuant to Section 116 of the Act confirming the reduction of share capital with the Registrar of Companies pursuant to Section 116(6) of the Act on such date as the Board may determine;

(iv)

subject to the confirmation by order granted by the High Court being granted pursuant to Section 116 of the Act with regard to the Proposed SCR, to effect the capital repayment of RM16,211,337.04 in cash or RM0.095 for each MBfCorp Share held by the Entitled Shareholders on the Entitlement Date;

(v)

to assent to any terms, conditions, stipulations, modifications, variations and/or amendments as the Board may deem fit, necessary and/or expedient in the best interest of the Company or as a consequence of any requirements imposed by the relevant authorities and/or by the Registrar of Companies and/or as may be required to comply with any applicable laws, in relation to the Proposed SCR; and

(vi)

to do all such acts, deeds and/or things as the Board may consider fit, necessary and/or expedient in the best interest of MBfCorp in order to implement, finalise, complete and to give full effect to the Proposed SCR, including to execute any documents, to enter into any arrangements and/or agreements with any party and to give any undertakings.”

(a)

A member of the Company entitled to attend, participate, speak and vote at the meeting is entitled to appoint up to 2 proxies to attend, participate, speak and vote instead of him/her. Where a member appoints 2 proxies, the appointment shall be invalid unless he/she specifies the proportions of his/her shareholdings to be represented by each proxy. There shall be no restriction as to the qualification of the proxy.

(b)

Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 (“SICDA”) which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds. Where a member is an authorised nominee as defined under SICDA, it may appoint 1 proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

(c)

The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation under its common seal or the hand of its officer or attorney duly authorised.

(d)

The original Proxy Form must be deposited at the Company’s Share Registrar, Insurban Corporate Services Sdn Bhd at 149, Jalan Aminuddin Baki, Taman Tun Dr. Ismail, 60000 Kuala Lumpur, Malaysia, not less than 48 hours before the time appointed for holding the EGM.

(e)

Pursuant to the Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia, the resolution set out in this Notice will be put to vote on a poll.

(f)

Only a depositor whose name appears in the Record of Depositors as at 21 June 2023 shall be entitled to attend, participate, speak and vote at this meeting or appoints a proxy or proxies to attend, participate, speak and vote on his/her behalf.