Impiana Sdn. Bhd. v V Capital Sdn. Bhd. (WA-22NCC-354-05/2024)

1 IN THE HIGH COURT OF MALAYA AT KUALA LUMPUR IN THE FEDERAL TERRITORY OF KUALA LUMPUR WRIT SUMMONS NO: WA-22NCC-354-05/2024 BETWEEN

1. IMPIANA SDN. BHD. …PLAINTIFFS (Company No.: 199001007813 (199383-V))

2. DATO’ SERI ISMAIL @ FAROUK BIN ABDULLAH (IC No.: 460315-01-5301)) AND

1. V CAPITAL SDN. BHD. …DEFENDANTS (Company No.: 201301032961 (1062790-W))

2. DATO’ HOO VOON HIM (IC No.: 810724-14-5235) 04/03/2026 08:58:45 WA-22NCC-354-05/2024 Kand. 140 **Note : Serial number will be used to verify the originality of this document via eFILING portal 2 Judgment [Claim for specific performance of Share Sale agreement] Introduction

1. In a nutshell, pursuant to various agreements the two plaintiffs sold 99,400,000 shares of Impiana Hotels Berhad (“IHB Shares”) to the 1st defendant who agreed to pay RM 98,880,000 and further agreed to assume the liabilities of the plaintiffs owed to third-party financial institutions in respect of these IHB Shares pledged as security for credit facilities granted to the plaintiffs and Impiana Hotels Berhad. Once the said liabilities are assumed by the 1st defendant, the IHB Shares would then be transferred to the 1st defendant. The 2nd defendant guaranteed the 1st defendant’s obligations.

2. Mr Edward Kuruvilla, lead counsel for the plaintiffs submits his case is simple. “Elementary” to use a famous misquotation never spoken by Sherlock Holmes to Dr John Watson.

3. He submits the defendants had clearly failed to pay the 3rd tranche payment and failed to assume the liabilities of the plaintiffs owed to the third-party financial institutions. There are numerous **Note : Serial number will be used to verify the originality of this document via eFILING portal 3 admissions in writing by the 1st defendant and on oath by the 2nd defendant which support the claim.

4. The trial was heard over 2 days in 2025. Oral submissions by counsel were held before me on 20-01-2026 and on 23-01-2026. On conclusion of hearing, I allowed the plaintiffs’ claim for certain prayers in the Statement of Claim [Enclosure 2] with costs of RM 90,000 subject to allocatur. The orders granted based on the prayers set out in the Statement of Claim at paragraph 28 are - As against the 1st defendant

(ii) to forthwith undertake the Assumption of Liabilities which remain outstanding at the time of judgment pursuant to

Schedule 3 and Schedule 4 of the Share Sale Agreement; (d) an order for damages to the assessed by the High Court in addition to specific performance; As against the 2nd defendant **Note : Serial number will be used to verify the originality of this document via eFILING portal 4 (e) an Order that the 2nd defendant specifically perform all his obligations under the 2nd defendant’s Personal Guarantee and the Collateral Agreement, namely: - (i) to forthwith pay to the plaintiffs the sum of RM 15,000,000 being the value of the 3rd Tranche Payment; (ii) to forthwith undertake the Assumption of Liabilities which remain outstanding at the time of judgment pursuant to

Schedule 3 and Schedule 4 of the Share Sale Agreement; (g) an order for damages to the assessed by the High Court in addition to specific performance; Further Additional Relief as against the defendants (h) an Order for pre-judgment interest at the rate of eight-percent (8%) per annum on RM 15 million awarded by this Honourable Court to the plaintiffs from the date of the breach(es) (i.e. on 30-11-2023) up until the filing of this action against the defendants jointly and severally; (i) an Order for post-judgment interest at the rate of five-percent (5%) per annum on RM 15 million from the date of this Judgment up until the date of full and final settlement by the defendants jointly and severally; and **Note : Serial number will be used to verify the originality of this document via eFILING portal 5 (j) costs of RM 90,000 to be paid to the plaintiffs by the defendants jointly and severally subject to allocatur. 5. On 05-02-2026 an appeal was filed by the defendants to the Court of Appeal against my judgment. These are my Grounds of Judgment. Background facts 6. Parties had agreed to the following facts in the Statement Of Agreed Facts as set out below. [Enclosure 64]. Parties 7. The 1st plaintiff is a company incorporated in Malaysia with its registered address at the 21st floor, Menara KH, Jalan Sultan Ismail, 50250 Kuala Lumpur. The 1st plaintiff is at all material times in the business of investment holdings, specifically relating to travel tour and hotels. **Note : Serial number will be used to verify the originality of this document via eFILING portal 6 8. The 2nd plaintiff Dato’ Seri Ismail @ Farouk Bin Abdullah is a Malaysian citizen. He is at all material times a director and a shareholder of the 1st plaintiff. 9. The 1st defendant is a company incorporated in Malaysia with its registered address at no 27-5, Menara 1MK, No. 1, Jalan Kiara, Mont Kiara, 50480 Kuala Lumpur. The 1st defendant is in the business of “general trading”. 10. The 2nd defendant Dato’ Hoo Voon Him [also known as Victor Hoo] is a Malaysian citizen. The 2nd defendant is a director and shareholder of the 1st defendant. Share Sale Agreement 11. On 15-02-2023, the plaintiffs and the 1st defendant entered into a Share Sale and Purchase Agreement for, inter alia, the sale and purchase of the IHB Shares. (“Share Sale Agreement”). 12. The salient terms of the Share Sale Agreement are- **Note : Serial number will be used to verify the originality of this document via eFILING portal 7 (a) Recital A: The plaintiffs are desirous of selling and the 1st defendant is desirous to purchase the IHB Shares for a total sum of RM 98,880,000.00 (“Purchase consideration”); (b) Clause 2.1: The 1st defendant shall purchase the IHB Shares from the plaintiffs, subject to the terms and conditions of the Share Sale Agreement; (c) Clause 2.3(b): The 1st defendant shall assume and agrees to pay, perform, fulfil and discharge all the plaintiffs’ obligations and liabilities in respect of all securities, facilities, loans and/or financings as set out in Schedule 3 and

Schedule 4 “the Assumption of Liabilities” – as defined therein); (d) Clause 4.1: The Purchase Consideration shall be paid and settled by the 1st defendant to the plaintiffs in the following manner: - (i) RM 60,000,000.00 vide the Assumption of Liabilities within six (6) months (i.e. on or before 15-08- 2023); and (ii) RM 38,880,000.00 by way of cash payment in accordance with the tranches outlined in Clause 4.2; (e) Clause 4.2: The 1st defendant shall make payment to the plaintiffs in the following manner: - (i) RM 8,880,000.00 upon the signing of the letter agreement, upon the 2nd defendant being redesignated from his appointment as non-independent non-executive director of Impiana Hotels Berhad and upon the preparation and completion of several **Note : Serial number will be used to verify the originality of this document via eFILING portal 8 reports and accounts (hereafter “the 1st Tranche Payment”); (ii) RM 15,000,000.00 within six (6) months (i.e. on or before 15-08-2023) (hereafter “the 2nd Tranche Payment”); and (iii) RM 15,000,000.00 within twelve (12) months (i.e. on or 15- 02-2024), subject to the completion of the Share Sale Agreement i.e. the plaintiffs’ and the 1st defendant fulfilling all their respective obligations (hereafter “the 3rd Tranche Payment”); (f) Clause 5.1(a)(ii): The 1st defendant shall deliver to the plaintiffs a personal guarantee and indemnity by the 2nd defendant guaranteeing, inter alia, the 2nd Tranche Payment the 3rd Tranche Payment and the Assumption of Liabilities; (g) Clause 5.1(b)(i)(cc): Upon the first payment of the 1st Tranche Payment, the plaintiffs shall provide the Target’s Management Accounts to the 1st defendant; (h) Clause 5.1(b)(ii) (aa): Upon the second payment of the 1st Tranche Payment, the plaintiffs shall no later than the expiry of five (5) business days or such longer period as may be mutually agreed between the Parties procure that: - (i) the 1st defendant or the 1st defendant's nominees be appointed as interim chief executive officer of the Target; and **Note : Serial number will be used to verify the originality of this document via eFILING portal 9 (ii) all bank accounts belonging to the Target's subsidiary, Impiana Cherating Sdn Bhd (145802-H), are maintained or set up to require the 2nd defendant or the 1st defendant’s nominees as a joint signatory to operate these accounts ('Grant of Joint Signatory"); (i) Clause 5.1(b)(iii) (bb): Upon the third payment of the 1st Tranche Payment, the 1st plaintiff shall deliver to the 1st defendant duly certified true copies of the resolutions of its Board and shareholders approving the sale of its portion of the Target Shares, the entry into of this Agreement and the performance of its obligations hereunder; (j) Clause 5.2(d): Upon the completion of all Tranche 1 obligations, the plaintiffs shall immediately grant a power of attorney (in the form and substance acceptable to the Vendors) ("Power of Attorney"), to the 1st defendant in favour of the 1st defendant and/or the 1st defendant's Nominees, granting all rights and powers attached to the Target Shares, who shall then be in the name, place and stead of such plaintiffs, to do all such acts and things and to execute all such deeds and other documents as the 1st defendant shall, in its absolute discretion, consider necessary or desirable, including but not limited to receiving notices of and attending and voting at all meetings of the members of the Target and voting on and passing any shareholder resolution; **Note : Serial number will be used to verify the originality of this document via eFILING portal 10 (k) Clause 13.2(a): A default of payment of the Purchase Consideration shall constitute an event of default by the 1st defendant; and (l) Clause 16.8: Time is of the essence. 2nd defendant issued a Personal Guarantee and Indemnity in the plaintiffs’ favour 13. On 15-02-2023, the 2nd defendant issued a Personal Guarantee and Indemnity in the plaintiffs’ favour pursuant to the Share Sale Agreement, guaranteeing, inter alia, the performance of the 1st defendant’s obligations under the Share Sale Agreement (and any further supplemental agreements arising therefrom) specifically, the 2nd Tranche Payment, the 3rd Tranche Payment and the Assumption of Liabilities (“2nd defendant’s Personal Guarantee”). Supplemental Share Sale Agreement 14. On 30-08-2023, the plaintiffs and the 1st defendant entered into a Supplemental to Share and Purchase Agreement where parties agreed to (by consent) supplement and/or amend the terms of the Share Sale Agreement (“Supplemental Share Sale Agreement”). **Note : Serial number will be used to verify the originality of this document via eFILING portal 11 15. The salient terms of the Supplemental Share Sale Agreement, are as follows: - i. Clause 2.1.1(b): The 2nd Tranche Payment shall be paid by the 1st defendant to the plaintiffs in the following manner: - (i) RM 10,000,000.00 on or before 18-08-2023; and (ii) RM 5,000,000.00 on or before 31-08-2023; ii. Clause 2.1.2(a)(ii): The 2nd defendant shall pledge to the 2nd plaintiff the 2nd defendant’s shares in VCI Global Limited (British Virgin Islands Company No.: 2035574) (publicly listed on the Nasdaq Stock Exchange) (“VCI Global”); iii. Clause 2.1.2(c): The 1st defendant shall undertake the Assumption of Liabilities on or before 30-11-2023; and iv. Clause 4.2: The Supplemental Share Sale Agreement shall be considered part of the Share Sale Agreement and shall be read together. Collateral Agreement 16. On 30-08-2023, the 2nd plaintiff and the 2nd defendant entered into a Collateral Agreement (“Collateral Agreement”) pursuant to the Supplemental Share Sale Agreement whereby, inter alia, the 2nd **Note : Serial number will be used to verify the originality of this document via eFILING portal 12 defendant granted the 2nd plaintiff security/collateral in the form of the VCI Global Shares valued at USD$3,275,109.00 (as at 11-08- 2023) along with an undated share transfer form to VStock Transfer, LLC stating the details of the Collateral Agreement. 17. Pursuant to Clause 1.1 of the Collateral Agreement, “Collateral” is defined as “the aggregate of nine hundred thirty-five thousand and seven hundred forty five (935,745) ordinary shares of VCIG at a price of USD Three and Fifty Cents ($3.50) per share owned by the Settlor to be pledged to the Secured Party in connection to the Tranche 3 Payment, including such additional or less shares as may be pledged by the Settlor to the Secured Party in order to maintain the coverage of RM 15,000,000.00 on the last date of expiry of the Lock-Up Period”. 18. Pursuant to Clause 3.2 of the Collateral Agreement, in the event of a default under the Share Sale Agreement or the Supplemental Share Sale Agreement, the 2nd plaintiff shall have the right to immediately instruct VCI Global to effect transfer of the VCI Global Shares. 19. Further, pursuant to Clause 3.4 of the Collateral Agreement, if the notice of default is the failure to make proper and timely payment pursuant to the Share Sale Agreement and the Supplemental Share Sale Agreement and if, the 2nd defendant, on written notice **Note : Serial number will be used to verify the originality of this document via eFILING portal 13 to the 2nd plaintiff, disputes the 2nd plaintiff’s right to receive that payment, the 2nd defendant shall deliver the amount of the payment in dispute to the 2nd plaintiff until the dispute is resolved between parties. Plaintiffs, through their solicitors, issued a Notice of Demand to the defendants 20. On 19-04-2024, the plaintiffs, through their solicitors, issued a Notice of Demand to the defendants in accordance with the Share Sale Agreement, the 2nd defendant’s Personal Guarantee, the Supplemental Share Sale Agreement and the Collateral Agreement, inter alia, demanding: - (a) that the 1st defendant perform all its obligations under the Share Sale Agreement and the Supplemental Share Sale Agreement within seven (7) days; (b) specifically, that the 1st defendant pay to the plaintiffs the 3rd Tranche Payment within seven (7) days; c) alternatively, that the defendants, jointly and severally, pay to the plaintiffs the 3rd Tranche Payment within seven (7) days; and/or **Note : Serial number will be used to verify the originality of this document via eFILING portal 14 (d) alternatively, that the 2nd defendant, fully perform all the 1st defendant’s obligations under the Share Sale Agreement and the Supplemental Share Sale Agreement within seven (7) days; failing which, the plaintiffs shall commence legal proceedings against the defendants without further reference. (“plaintiffs’ Notice of Demand”). Defendants issued an e-mail in response to the plaintiffs’ Notice of Demand requesting that the plaintiffs put on hold any litigation 21. On 19-04-2024, the defendants issued an e-mail in response to the plaintiffs’ Notice of Demand requesting that the plaintiffs put on hold any litigation pending an anticipated meeting between the 2nd plaintiff and the 2nd defendant. The plaintiffs’ case 22. Mr Edward Kuruvilla, lead counsel for the plaintiffs submits his case is simple. 23. The plaintiffs seek specific performance of several agreements voluntarily entered into by the plaintiffs and the defendants – all of **Note : Serial number will be used to verify the originality of this document via eFILING portal 15 which clearly and unequivocally set out the respective obligations of the parties. 24. In essence, the plaintiffs’ claim is premised upon several agreements relating to the sale and purchase of the IHB Shares. 25. It was expressly agreed to by all parties at Clause 2.3(b) of the Share Sale Agreement dated 15-02-2023 (page 315 of Bundle B1) that all the IHB Shares were pledged to third-party financial institutions as security for credit facilities granted to the plaintiffs and Impiana Hotels Berhad and are subject first, to the 1st defendant assuming the liabilities of the plaintiffs before they can be transferred. 26. Simply put, upon the defendants undertaking the assumption of liabilities, the IHB Shares will be “unlocked” and can thereafter be transferred by the plaintiffs to the defendants. 27. Subsequently, the defendants issued several letters to the relevant third parties assuring all of them that the defendants shall assume and agree to pay, perform, fulfil and discharge all the plaintiffs’ obligations, securities, guarantees and liabilities. The defendants even proceeded to undertake some of the assumption **Note : Serial number will be used to verify the originality of this document via eFILING portal 16 of liabilities. However, the defendants abruptly stopped doing so as soon as they ran into cashflow problems. 28. The plaintiffs who have fully complied with all of their contractual obligations, remain willing and able to comply with any further obligations (which are only due after the defendants’ completion of obligations). 29. The plaintiffs thus find themselves exposed to substantial financial exposure in the form of judgments, legal actions and demands for payment from third-party creditors – all due to the defendants’ breaches. 30. The plaintiffs are now constrained to seek an order from this Honourable Court for the specific performance of the agreements to compel the defendants’ performance of their outstanding contractual obligations. The defendants’ case [See Enclosure 106 paragraph 6] 31. The defendants’ defence is that – i. the plaintiffs are not entitled to specific performance; and **Note : Serial number will be used to verify the originality of this document via eFILING portal 17 ii. even if the plaintiffs are entitled to specific performance, the plaintiffs are not entitled to the reliefs sought. The Trial Process 32. The following witnesses testified during the trial for the plaintiffs: - i. Azrin Mirzhan bin Kamal (“PW1”); and ii. Dato’ Seri Ismail @ Farouk Bin Abdullah (“PW2”) who is the 2nd plaintiff in this case. 33. The defendants called one witness-i. Dato’ Hoo Voon Him (“DW-1”) who is the 2nd defendant. 34. Issues i. Are the plaintiffs entitled to specific performance; and ii. If the plaintiffs are entitled to specific performance, are the plaintiffs entitled to the reliefs sought. **Note : Serial number will be used to verify the originality of this document via eFILING portal 18 Court’s analysis 35. I will consider both issues together. 1st and 2nd defendants Failed to Pay 3rd Tranche Payment & Failed to Undertake Assumption of Liabilities 36. The 1st and 2nd defendants breached the Share Sale Agreement, the Supplemental Share Sale Agreement and the Guarantee: - i. by failing to pay the 3rd Tranche Payment on or before 15- 02-2024 [for the date see page 3 Statement of Agreed Facts]; and ii. by failing to undertake the Assumption of Liabilities on or before 30-11-2023. [for the date see page 7 Statement of Agreed Facts] Evidence of 1st and 2nd defendants’ Failure to Pay 3rd Tranche Payment **Note : Serial number will be used to verify the originality of this document via eFILING portal 19 37. The evidence is clear the 1st defendant failed to pay the 3rd Tranche Payment by the due date of 15-02-2024. 38. It is an agreed fact that pursuant to Clause 4.2 of the Share Sale Agreement, the 1st defendant shall make payment of the 3rd Tranche Payment to the plaintiffs on or before 15-02-2024. [See pages 3 - 4 of the Statement of Agreed Facts (Bundle A)]. 39. The defendants’ sole witness, Dato’ Hoo Voon Him (DW-1) (the 2nd defendant) admitted under cross-examination that the 3rd Tranche Payment was due on or before 15-02-2024. [See pages 51 - 52 of the NOE.] 40. By a letter dated 15-02-2024, the 1st plaintiff issued a letter to the 1st defendant expressing regret over the 1st and 2nd defendants’ failure to settle the 3rd Tranche Payment on schedule. [See page 484 of Bundle B1]. 41. In response thereto, on 17-02-2024, Carlson Thow (carlson.thow@v-capital.co) of the 1st defendant issued an e-mail to the plaintiffs (with the 2nd defendant in copy) expressing the defendants’ regret for the delay and confirmed that “the funds are pending due to a major exercise”. The 1st defendant also assured the plaintiffs that it is “actively working to expedite the process and **Note : Serial number will be used to verify the originality of this document via eFILING portal 20 anticipate making the payment in early March”. [See page 482 of Bundle B1]. 42. DW-1 also admitted during cross-examination at Trial that the 1st defendant needed more time to accumulate the necessary funds to pay the plaintiffs. [See page 53 of NOE]. EDWARD Now, Dato’ Hoo, would you agree with me, the reason why V Capital required an extension of time on the second (2nd) tranche and the third (3rd) tranche payment because V Capital needed more time to accumulate funds to pay Impiana Sdn. Bhd. and Dato’ Seri Farouk, you agree with me? Not entirely. EDWARD Not entirely but would you agree with me that was one of many considerations? Or was that non-consideration at all? Of course its a consideration.” Evidence of 1st and 2nd defendants’ Failure to Undertake Assumption of Liabilities 43. It is an agreed fact that pursuant to Clause 2.1.2(c) of the Supplemental Share Sale Agreement, the 1st defendant shall **Note : Serial number will be used to verify the originality of this document via eFILING portal 21 undertake the Assumption of Liabilities on or before 30-11-2023. [See page 7 of the Statement of Agreed Facts (Bundle A)]. 44. There is ample contemporaneous evidence that the 1st defendant started the process of undertaking the Assumption of Liabilities but did not complete the process as the defendants ran out of funds. 45. It is also undisputed based on the evidence that the 1st and 2nd defendants failed to undertake the Assumption of Liabilities. I need only refer to some admissions by DW1 during cross-examination. NOE Enclosure 96 page 65 Edward I’m going to start by you, Dato’ Victor, that’s what the letters says. Dato’ Victor have you assumed these liabilities as of to-date, yes or no? Have you? EDWARD Has Vcap of whom you are the Director and you testifying on behalf of, have they assumed the liabilities, yes or no? **Note : Serial number will be used to verify the originality of this document via eFILING portal 22 EDWARD Thank you. I now move on to page 402, have you Dato’ Victor assumed the liabilities of Dato’ Seri Farouk and ISB to Kenanga Investors Bhd. to-date, yes or no? EDWARD Have you Dato’ Hoo, any knowledge on whether Vcap of whom you are Director of, has Vcap fulfilled their obligation to assume the liabilities of Dato’ Seri Farouk and ISB to Kenanga Investors Bhd. to-date, yes or no? Are the plaintiffs entitled to specific performance? THE LAW ON SPECIFIC PERFORMANCE 46. The following principles on the remedy of specific performance can be distilled from decided cases – i. the statute on specific performance in Malaysia is the Specific Relief Act 1950 in particular sections 11 and 18 and the Illustrations therein. These sections 11 and 18 and the **Note : Serial number will be used to verify the originality of this document via eFILING portal 23 Illustrations therein codified the common law principle that where monetary damages are inadequate for breaches of contract, the Court will grant the remedy of specific performance; ii. the Specific Relief Act 1950 is based on and is pari materia with the Indian Specific Relief Act 1877. [See Ganam d/o Rajamany v Somoo s/o Sinnag [1984] 2 MLJ 290, FC, per Seah FCJ at p. 297 A]; iii. the Specific Relief Act 1950 and the Indian Specific Relief Act 1877 were enacted to use equitable principles to address situations, inter-alia, where monetary damages are inadequate for breaches of contract; and iv. a Court of Equity is sufficiently empowered to decree specific performance on terms. An order decreeing specific performance can make provision for ancillary matters, such as the payment of purchase money with interest. If there is non-compliance, the plaintiff is at liberty to apply to have the decree vacated. If it became impossible to enforce, the plaintiff has the right to ask the court to discharge the order and terminate the contract. On such an application he could be awarded damages at common law for breach of contract since the contract was not rescinded ab initio but remained in existence until it was terminated by the court. [See Loo Choo Teng & Anor v Cheok Swee Lee & Ors [2000] 1 MLRA 104, CA, per Gopal Sri Ram JCA at [24 - 26]]. **Note : Serial number will be used to verify the originality of this document via eFILING portal 24 Section 11[1] [a] of the Specific Relief Act 1950 47. The court can grant a decree of specific performance in the four instances set out in section 11[1] [a] of the Specific Relief Act 1950 [which codified the common law principle that damages are not adequate for these four instances]. They read as follows-Cases in which specific performance enforceable (1) Except as otherwise provided in this Chapter, the specific performance of any contract may, in the discretion of the court, be enforced-a) when the act agreed to be done is in the performance, wholly or partly, of a trust; Illustration … b) when there exists no standard for ascertaining the actual damage caused by the non-performance of the act agreed to be done; Illustration … **Note : Serial number will be used to verify the originality of this document via eFILING portal 25 c) when the act agreed to be done is such that pecuniary compensation for its non-performance would not afford adequate relief; or Illustration … d) when it is probable that pecuniary compensation cannot be got for the non-performance of the act agreed to be done. Illustration … (2) Unless and until the contrary is proved, the court shall presume that the breach of a contract to transfer immovable property cannot be adequately relieved by compensation in money, and that the breach of a contract to transfer movable property can be thus relieved.” (Emphasis added) 48. It is trite law that for the remedy of specific performance to be invoked, the following three conditions must be fulfilled: i. the contract is valid in form; **Note : Serial number will be used to verify the originality of this document via eFILING portal 26 ii. has been made between competent parties; and iii. is unobjectionable in its nature and circumstances. [See Mawar Awal (M) Sdn Bhd v Kepong Management Sdn Bhd & Anor [2005] 6 MLJ 132, HC at [21] per Abdul Malik Ishak J] 49. In addition, although not present in section 11 of the Specific Relief Act 1950, the plaintiffs are also required to prove a continuous readiness and willingness, from the date of the contract to the time of the hearing, to perform the contract on their part. [See Ganam d/o Rajamany v Somoo s/o Sinnag [1984] 2 MLJ 290, FC per Seah FCJ at page 297 and Silver Concept Sdn Bhd v Brisdale Rasa Development Sdn Bhd (formerly known as Ekspidisi Ria Sdn Bhd) [2005] 4 MLJ 101, CA]. 50. I am satisfied based on the evidence the plaintiffs have shown a continuous readiness and willingness, from the date of the contract to the time of the trial, to perform the contract on their part. Illustration (c) to section 11(1)(c) of the Specific Relief Act 1950 **Note : Serial number will be used to verify the originality of this document via eFILING portal 27 51. I am also satisfied the plaintiffs have proven they are entitled to the remedy of specific performance. In fact, illustration (c) to section 11(1)(c) of the Specific Relief Act 1950 expressly provides that an order for specific performance ought to be granted in cases where there is an agreement to sell or purchase shares of a company where a party to the agreement is refusing to complete the sale. [See Apli Bin Yusoff & Ors. v Abdul Malik bin Dasthigeer & Anor [2025] MLJU 1475, HC]. 52. The defendants have alleged non-compliance with various clauses of the Share and Purchase Agreement on the part of the plaintiffs. I am of the view these are red herrings and not supported by the evidence. On this, I refer to the submissions of the plaintiffs in their written submissions (Enclosure 99) at paragraphs 71 - 93. 53. I am also satisfied the defendants did not plead in their Defence that they had terminated the agreements pursuant to the said alleged breaches of the various clauses of the Share and Purchase Agreement on the part of the plaintiffs. Such submission to Court now by counsel that the defendants had terminated the agreements is obviously contrary to the evidence and untrue. Damages In Addition To Specific Performance Law **Note : Serial number will be used to verify the originality of this document via eFILING portal 28 54. Damages in addition to specific performance can also be granted if the facts show the plaintiffs had suffered losses due to the defendants’ defaults. [See section 18 of the Specific Relief Act 1950 and Mawar Awal (M) Sdn Bhd v Kepong Management Sdn Bhd & Anor [2005] 6 MLJ 132, HC at [52], per Abdul Malik Ishak J]. 55. In Mawar Awal (M) Sdn Bhd v Kepong Management Sdn Bhd & Anor [2005] 6 MLJ 132, HC, Abdul Malik Ishak J held-Pursuant to s 11 [court-should be 18 [1]] of the Specific Relief Act 1950, the plaintiff may also ask for compensation for breach of contract in addition to or in substitution of its performance. Gareth Jones and William Goodhart in their book entitled ‘Specific Performance’ stated that one may seek damages in addition to specific performance in order to compensate the loss suffered. Application to facts 56. I am satisfied the plaintiffs had suffered losses due to the defendants’ defaults. The defendants’ failure to undertake the Assumption of Liabilities has resulted in the plaintiffs been exposed to several demands, claims and suits from their financiers, which include: - **Note : Serial number will be used to verify the originality of this document via eFILING portal 29 i. a suit by Kenanga Investors Berhad against the plaintiffs in Kuala Lumpur High Court Civil Suit No. WA-22NCC-559- 11/2022 for, inter alia, breach of contract and/or specific performance in respect of several option agreements. This suit was tried before the learned Judge Yang Arif Dato’ Indera Mohd. Arief Emran Bin Ariffin on 10-01-2024 and determined on 05-03-2024 – where all parties have lodged their respective appeals to the Court of Appeal – see pages 8 - 41 of Bundle B1; ii. a suit by Kenanga Investors Berhad against the plaintiffs in Kuala Lumpur High Court Civil Suit No. WA-22NCC-528- 10/2022 for, inter alia, specific performance and/or breach of contract in respect of several subscription agreements. This suit was tried before the learned Judge Yang Arif Puan Adlin Binti Abdul Majid on 27-05-2024 and determined on 28-03- 2025 – where the plaintiffs have lodged an appeal to the Court of Appeal – see pages 2 - 8 of Bundle B3; iii. a demand by Maax Factor Sdn. Bhd. against the 2nd plaintiff for, inter alia, breach of a guarantee agreement in respect of a factoring facility – see pages 497 - 498 of Bundle B1; and iv. a formal notification by Areca Capital Sdn. Bhd. to Tanah Anjung Management Services, the 1st plaintiff (as Corporate Guarantor) and the 2nd plaintiff (as Personal Guarantor) continue be bound by the terms of the original subscription **Note : Serial number will be used to verify the originality of this document via eFILING portal 30 agreement and related guarantees – see pages 510 - 511 of Bundle B1. Decision 57. For the reasons above, I grant the following orders prayed for in the Statement of Claim [Enclosure 2] at paragraph 28- As against the 1st defendant (a) an order that the 1st defendant specifically perform all its obligations under the Share Sale Agreement and the Supplemental Agreement, namely: - (i) to forthwith effect the 3rd Tranche Payment in the sum of RM 15,000,000.00 to the plaintiffs; and (ii) to forthwith undertake the Assumption of Liabilities which remain outstanding at the time of judgment pursuant to

Schedule 3 and Schedule 4 of the Share Sale Agreement; (b) an order for damages to the assessed by the High Court in addition to specific performance; As against the 2nd defendant **Note : Serial number will be used to verify the originality of this document via eFILING portal 31 (c) an Order that the 2nd defendant specifically perform all his obligations under the 2nd defendant’s Personal Guarantee and the Collateral Agreement, namely: - (i) to forthwith pay to the plaintiffs the sum of RM 15,000,000.00 being the value of the 3rd Tranche Payment; (ii) to forthwith undertake the Assumption of Liabilities which remain outstanding at the time of judgment pursuant to

Schedule 3 and Schedule 4 of the Share Sale Agreement; (d) an order for damages to the assessed by the High Court in addition to specific performance; Further Additional Relief as against the defendants (e) an Order for pre-judgment interest at the rate of eight-percent (8%) per annum on RM 15 million awarded by this Honourable Court to the plaintiffs from the date of the breach(es) (i.e. on 30-11-2023) up until the filing of this action against the defendants jointly and severally; (f) an Order for post-judgment interest at the rate of five-percent (5%) per annum on RM 15 million from the date of this Judgment up until the date of full and final settlement by the defendants jointly and severally; and **Note : Serial number will be used to verify the originality of this document via eFILING portal 32 (g) costs of RM 90,000 to be paid to the plaintiffs by the defendants jointly and severally subject to allocatur. Dated: 02nd March 2026 …..……(signed)……………. Leong Wai Hong Judge High Court of Malaya Kuala Lumpur (NCC 6) Counsel for plaintiffs: Edward Vinodh Kuruvilla, Nereen Kaur Kaher Atma Singh and Edel Siva Sanker Atma Singh Veriah & Co. (Petaling Jaya). **Note : Serial number will be used to verify the originality of this document via eFILING portal 33 Counsel for defendants: K. H. Yeap, Francis Wong Kum Heng and Angus Tiong Chau Siong Tiong Woon & Khusyri (Kuala Lumpur). CASES REFERRED TO: 1) Apli Bin Yusoff & Ors. v Abdul Malik bin Dasthigeer & Anor [2025] MLJU 1475, HC. 2) Ganam d/o Rajamany v Somoo s/o Sinnag [1984] 2 MLJ 290, FC. 3) Loo Choo Teng & Anor v Cheok Swee Lee & Ors [2000] 1 MLRA 104, CA. 4) Mawar Awal (M) Sdn Bhd v Kepong Management Sdn Bhd & Anor [2005] 6 MLJ 132, HC. 5) Silver Concept Sdn Bhd v Brisdale Rasa Development Sdn Bhd (formerly known as Ekspidisi Ria Sdn Bhd) [2005] 4 MLJ 101, CA. LEGISLATION REFERRED TO: 1) Specific Relief Act 1950, section 11, section 11 [1] [a], section 11(1)(c) and section 18. **Note : Serial number will be used to verify the originality of this document via eFILING portal