Kenanga Investors Berhad v 1. ) Lumber Vertex Sdn Bhd [ Digulungkan Pada 14.10.2024] (WA-22NCC-291-05/2023)

LUMBER VERTEX SDN BHD [No. Pendaftaran: 202001010526 (1366846-X)]

NG CHEE SIONG … DEFENDAN - (No. K/P: 731022-14-5585) DEFENDAN JUDGMENT (Enclosure 8) [1] This was the Plaintiff’s application (Enclosure 8) for summary judgment against the Defendants pursuant to Order 81 Rule 1 of the Rules of Court 2012 (“this Application”). [2] In this Application the Plaintiff sought specific performance of two Put and Call Option Agreements and alternatively, damages in lieu thereof. A] SALIENT BACKGROUND FACTS [3] On 27.1.2022, the Plaintiff and the 1st Defendant entered into a Put and Call Option Agreement (“Agreement 1”) with an attached Term Sheet. Under Agreement 1: S/N vGnqwNYfg0O0rbicwu0G/w Page 2 of 12 i) The Plaintiff granted the 1st Defendant a Call Option to buy back RM24,000,000 worth of shares (15,325,000 shares) in Revenue Group Berhad (“Option Shares 1”). ii) The 1st Defendant granted the Plaintiff a Put Option to sell the Option Shares 1 at a pre-agreed price. iii) Transaction price: RM1.475/share; Put Option price: RM1.623/share. iv) Option Period: 12 months from 17.2.2022; Maturity Date:

16.2.2023. [4] On 10.3.2022, the parties entered into a second Put and Call Option Agreement (“Agreement 2”) concerning RM15,000,000 worth of shares (10,500,000 shares) with a Maturity Date of 17.3.2023. The terms of Option Agreement 2, including the Put and Call rights, pricing mechanics, and notice provisions, were materially similar to those in Option Agreement 1. [5] The 2nd Defendant executed Personal Guarantees contemporaneously with both Agreements. [6] In March 2022, the 1st Defendant partially exercised the Call Option under Agreement 2, resulting in the Plaintiff selling 3,000,000 shares in tranches. [7] On 31.1.2023 and 3.3.2023, the Plaintiff issued notices to exercise the Put Options under Agreement 1 and Agreement 2 respectively (“the 31.1.2023 and 3.3.2023 Notices” or “Put Option Notices”). [8] The Defendants failed to complete the purchase, resulting in letters of demand dated 23.3.2023 and 27.3.2023. B] THE PLAINTIFF’S CASE [9] The Plaintiff contended that: i) The Put Options were validly exercised via the Put Option Notices dated 31.1.2023 and 3.3.2023. S/N vGnqwNYfg0O0rbicwu0G/w Page 3 of 12 ii) The Put Option Notices followed the essence of Clause 2.2 and the form and timing contemplated under the Agreements. iii) The Defendants failed to respond until after legal demands were made, which supports the view that the notices were sufficiently clear. iv) Clause 5 of the Agreements obligated the 1st Defendant to pay the Total Share Price before the shares were credited into its securities account. [10] The Plaintiff essentially sought the following reliefs: i) Specific performance for purchase of Option Shares 1 (RM24,872,475.00) and Option Shares 2 (RM11,550,000.00). ii) Alternatively, damages in the respective amounts. iii) Interest and costs. C] THE DEFENDANTS’ CASE [11] The Defendants argued that: i) This Application was procedurally defective under Order 81 Rule 2(2) of the Rules of Court. ii) The Notices dated 31.1.2023 and 3.3.2023 were not valid Put Exercise Notices. iii) The 1st Defendant’s obligation to pay had not arisen as the shares were not credited. iv) The 2nd Defendant was not party to the Agreements and could not be compelled to perform. v) Specific performance was not available and damages, if any, were unproven. S/N vGnqwNYfg0O0rbicwu0G/w Page 4 of 12 D] PRELIMINARY OBJECTION [12] The procedural objection under Order 81 Rule 2(2) of the Rules of Court 2012 was not pursued during the hearing and is therefore deemed abandoned. It was contended that this Application failed to state the reliefs and grounds in the application itself. [13] In my view, the objection is without merit. This Application clearly identified the reliefs sought and was supported by an affidavit that exhibited the relevant agreements and notices. The Defendants were not prejudiced or taken by surprise. As held in Sova Sdn Bhd v. Kasih Sayang Realty Sdn Bhd [1988] 2 MLJ 268 at 269, it is not mandatory for an application under Order 81 to be accompanied by the “minutes of judgment” and failure to do so does not constitute a fatal defect. E] VALIDITY OF THE PUT OPTION NOTICES [14] Clause 2.2 of both Agreements require written notice at least 10 business days before the Maturity Date, in the form set out in

[15] The Notices dated 31.1.2023 and 3.3.2023 complied in substance: i) They were served within the requisite timeframe. ii) They clearly invoked Clause 2.2 and conveyed an intention to exercise the Put Option. iii) Although not set out in the precise format of Annexure 1, they were sufficiently clear to allow the 1st Defendant to understand and act. [16] The Defendants argue that the Notices dated 31.1.2023 and 3.3.2023 were invalid because the Plaintiff did not use the exact Annexure 1 template and failed to state the number of shares. [17] This argument is unpersuasive. While the notices did not reproduce the Annexure 1 format verbatim, they nevertheless S/N vGnqwNYfg0O0rbicwu0G/w Page 5 of 12 made clear reference to the Put Option, identified the relevant Agreements and stated the total value of the Option Shares. Both notices also expressly referred to Clause 2.2 of the Agreements and specified the exercise date, satisfying the substance of what Annexure 1 was intended to achieve. [18] As to the alleged omission of the number of shares, this was not fatal. The total value of the Option was clearly stated in the notices, and the price per share was fixed under the Agreements. Thus, the number of shares could readily be derived by dividing the stated consideration by the agreed unit price. [19] More significantly, the 1st Defendant had already partially exercised the Call Option under Agreement 2, having acquired 3,000,000 shares. The Notice dated 3.3.2023 under Agreement 2 sought payment of RM11,550,000, and given the fixed Put Option price of RM1.54 per share, this sum equates exactly to the remaining 7,500,000 shares under that agreement. [20] Similarly, the Notice dated 31.1.2023 under Agreement 1 sought RM24,872,475.00, which corresponds to 15,325,000 shares at the agreed price of RM1.623 per share, the exact number of shares contracted for under Agreement 1. [21] Therefore, the number of shares is determinable from the Notices dated 31.1.2023 and 3.3.2023 themselves and is consistent with the Agreements. [22] Hence the parties were not operating in a vacuum, there had already been partial performance, and the remainder of the transaction was clearly discernible from the context. In such circumstances, any commercial parties would have no difficulty identifying the number of shares involved. [23] In this regard the Courts must consider the substance and intent of notices, not mere form (Newbold v. Coal Authority [2014] 1 WLR 1288 at paragraphs 70 and 72; Yong Ah Huat v. Toshiba Corp [2018] MLJU 262 at paragraph 42). [24] The Defendants cited the case of Friends Life Ltd v. Siemens Hearing Instruments Ltd [2015] 1 All ER (Comm) 1068 and United Dominions Trust v. Eagle Aircraft Services Ltd [1968] 1 All ER 104 but their reliance on these cases are misplaced. In S/N vGnqwNYfg0O0rbicwu0G/w Page 6 of 12 those cases, the defects were fundamental and went to the heart of the notices. [25] In Friends Life (supra), the purported break notice failed to state that it was exercising the option at all, nor did it refer to the lease; the court held the notice was ambiguous and invalid. In United Dominions Trust (supra), the notice failed to comply with express, essential terms of the agreement. By contrast, in the present case, the Option Notices clearly invoked Clause 2.2 of the Agreements, stated the consideration, referenced the relevant agreements, and unambiguously conveyed the Plaintiff’s intent to exercise the Put Options. The only alleged omissions, the absence of share quantity or use of the template format, did not create any ambiguity and were objectively determinable from the Agreements themselves. The content, timing and purpose of the notices were entirely consistent with the terms of the Agreements. The authorities relied on by the Defendants are therefore factually and legally distinguishable. [26] It is important to note that the 1st Defendant did not raise any objection or express any confusion in response to the Notices dated 31.1.2023 and 3.3.2023 at the time they were served or immediately thereafter. [27] There was no reply, clarification request or counter-notice for several weeks. [28] It was only after the Plaintiff issued letters of demand on 23.3.2023 and 27.3.2023, more than 7 weeks and 3 weeks respectively after the Notices dated 31.1.2023 and 3.3.2023, that the 1st Defendant, through its solicitors, responded. Even then, in the replies dated 14.4.2023, the Defendants did not challenge the form, clarity or validity of the Put Option notices (Notices dated 31.1.2023 and 3.3.2023). [29] The replies were limited to a bare denial of liability and a reservation of rights. No issue was taken with the exercise of the Put Option, nor was any assertion made that the notices failed to comply with Clause 2.2 or Annexure 1 of the Agreements. [30] It was only much later, after this action was commenced and affidavits in opposition filed, that the Defendants, for the first time, alleged that the notices were defective. This belated contention is S/N vGnqwNYfg0O0rbicwu0G/w Page 7 of 12 clearly an afterthought, and significantly diminishes the credibility of their defence on this issue. F] PAYMENT OBLIGATION & COMPLETION [31] Clause 5 of the Agreements requires payment prior to completion: i) Clause 5.1(b): Payment to be made before 11:00 a.m. on the Completion Date. ii) Completion occurs upon crediting of shares (Clause 5.1(d)). iii) The “Completion Date” is defined by reference to the occurrence of multiple events, including payment. [32] The Defendants’ construction would lead to an unworkable and commercially unrealistic outcome: it suggests that the Plaintiff must transfer the shares first before payment is made, even though Clause 5.1(b) expressly requires that payment must precede completion. [33] This interpretation not only reverses the intended sequence of contractual steps but also undermines the commercial rationale behind the clause, which is to ensure that the Plaintiff receives payment before parting with the shares. I am unable to agree to such an interpretation as it is contrary to the plain and ordinary meaning as well as the commercial coherence of the Agreements. [34] Commercially and contractually, the obligation to pay is triggered upon the exercise of the option, not the subsequent crediting of shares. G] THE 2ND DEFENDANT’S LIABILITY UNDER THE GUARANTEES [35] The Guarantees expressly provide that the 2nd Defendant guarantees the 1st Defendant’s performance and undertakes liability as a principal debtor. The 2nd Defendant contends that his liability only arises upon a proven default by the 1st Defendant, this contention is without merit. S/N vGnqwNYfg0O0rbicwu0G/w Page 8 of 12 [36] I find that the 1st Defendant had failed to perform its obligations under the Agreements as pleaded by the Plaintiff. The issuance of the letters of demand after the lapse of the Maturity Dates and the 1st Defendant’s continued non-performance, are sufficient to trigger the Guarantees. [37] Moreover, the Guarantees use language that imposes liability on the 2nd Defendant as if he “were the principal debtor”. This reflects a primary, not merely secondary, liability. The contemporaneous and interdependent execution of the Agreements and the Guarantees further supports an integrated interpretation. This is consistent with the approach adopted in Mohamed Isa & Ors v. Abdul Karim & Ors [1970] 2 MLJ 165, where the Court held: “It is a settled rule of construction that where several documents forming part of one transaction are executed contemporaneously, all the documents must be read together as if they are one.” (own emphasis added) [38] Accordingly, I find that the 1st Defendant has clearly defaulted under the Agreements, and this default has activated the operation of the Guarantees. Both the 1st Defendant and the 2nd Defendant are therefore liable to perform their respective obligations under the Agreements and the Guarantees. H] SPECIFIC PERFORMANCE & REMEDIES [39] Section 11(2) of the Specific Relief Act 1950 provides a rebuttable presumption that compensation in money is adequate relief for breach of contract involving movable property. However, this does not apply where it can be shown that pecuniary compensation would not afford adequate relief, or where the contract is for specific performance of an obligation that cannot readily be compensated by damages, as recognised under subsections

(1)(b), (c), and (d) of the same provision. [40] The Put Options were structured commercial arrangements with agreed pricing and timelines. Given the volatility of the securities S/N vGnqwNYfg0O0rbicwu0G/w Page 9 of 12 market, damages would not offer an equivalent substitute. Thus, I am satisfied that specific performance is appropriate. [41] In this regard, the Courts have demonstrated their willingness to grant specific performance for put and call option agreements involving shares in cases such as Midf Amanah Ventures Sdn Bhd v. Lim Thiam Chye [2018] MLJU 512 and Bank Muamalat Malaysia Berhad v. Fan Kow Hin [2017] MLJU 466. In both Midf Amanah (supra) and Bank Muamalat (supra), the Court granted specific performance to enforce the respective put and call option agreements by way of summary judgment under Order 81 of the Rules of Court 2012, similar to the present case. [42] The 1st Defendant had previously exercised a Call Option under Agreement

The Plaintiff had complied. This prior conduct supports the Plaintiff’s consistency and capacity to perform. The 1st Defendant cannot now turn around and claim the Option Shares were uncertain or unavailable. [43] The Defendants also argued the Plaintiff failed to plead it was “ready, able and willing” to perform. The Federal Court in Ganam d/o Rajamany v. Somoo s/o Sinniah [1984] 2 MLJ 290 held: “Now, in a suit for specific performance, a party treated and was required by the court to treat the contract as still subsisting. He had in that suit to allege, and if the fact was traversed, he was 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 his part. Failure to make good that averment brought with it the inevitable dismissal of his suit [see the dictum of Lord Blanesburgh in Mama v. Sassoon (18)]. (own emphasis added) [44] Therefore, the Plaintiff need not expressly state or plead that it is “ready, able and willing” to perform but must rather demonstrate such readiness through its conduct. In the present case, the Plaintiff has proven precisely that. I] SUMMARY JUDGMENT PRINCIPLES UNDER ORDER 81 [45] Under Order 81 of the Rules of Court 2012 (which mirrors Order 14), once a prima facie case is established, the burden shifts to the S/N vGnqwNYfg0O0rbicwu0G/w Page 10 of 12 Defendants to show a bona fide defence (Woolley Development Sdn Bhd v. Mikien Sdn Bhd [2008] 1 MLJ 585). [46] The Defendants have failed to raise any triable issue. It is clear that: i) The Put Option Notices dated 31.1.2023 and 3.3.2023 were valid. ii) The payment obligation was triggered. iii) The 2nd Defendant’s liability is clear under the Guarantees. [47] The number of shares is ascertainable from the Put Option Notices and based on the contractual terms of the Agreements as well as the conduct of the parties. There is no ambiguity in the said Notices. The fact that the Put Option Notices did not conform exactly with the template in Annexure 1 of the Agreements does not render them ineffective. [48] The Put Option Notices are valid and enforceable. J] CONCLUSION [49] For the reasons stated above, I allowed this Application with costs. Dated this 3rd day of June, 2025 -SGD- (WAN MUHAMMAD AMIN BIN WAN YAHYA) Judge High Court of Malaya, Kuala Lumpur (Commercial Division (NCC 3)) S/N vGnqwNYfg0O0rbicwu0G/w Page 11 of 12 COUNSEL FOR THE PLAINTIFF Shaikh Abdul Saleem (Teoh Jo Vi together with him) Messrs Shaikh David & Co. A1-9-9 Arcoris Mont’ Kiara, No. 10, Jalan Kiara, 50480 Kuala Lumpur Tel: 03-64112823 Emel: info@sdco.com.my COUNSEL FOR THE DEFENDANTS Grace Teng Peck Yin (Leon Gan Han Chen, Ng Chia How and Nur Anis Natasya together with her) Messrs Chia Koay & Teng D-2-13A, Boulevard Business Park, Jalan Kepayang, Off Jalan Kuching, 51200 Kuala Lumpur Tel: 03-84085555 Emel: enquiry@ckt.legal LEGISLATION / RULES CITED Rules of Court 2012 ▪ Order 81 Rule 1 ▪ Order 81 Rule 2(2) ▪ Order 14 Specific Relief Act 1950 ▪ Section 11(1)(b), (c), and (d); 11(2)

Bank Muamalat Malaysia Berhad v. Fan Kow Hin [2017] MLJU 466 S/N vGnqwNYfg0O0rbicwu0G/w

Friends Life Ltd v. Siemens Hearing Instruments Ltd [2015] 1 All ER (Comm) 1068

Ganam d/o Rajamany v. Somoo s/o Sinniah [1984] 2 MLJ 290

Mohamed Isa & Ors v. Abdul Karim & Ors [1970] 2 MLJ 165

Midf Amanah Ventures Sdn Bhd v. Lim Thiam Chye [2018] MLJU 512

Newbold v. Coal Authority [2014] 1 WLR 1288

Sova Sdn Bhd v. Kasih Sayang Realty Sdn Bhd [1988] 2 MLJ 268

United Dominions Trust v. Eagle Aircraft Services Ltd [1968] 1 All

Woolley Development Sdn Bhd v. Mikien Sdn Bhd [2008] 1 MLJ 585

Yong Ah Huat v. Toshiba Corp [2018] MLJU 262 S/N vGnqwNYfg0O0rbicwu0G/w