Sunway Berhad (KLSE:SUNWAY) proposed to acquire IJM Corporation Berhad (KLSE:IJM) from Employees Provident Fund of Malaysia, Kumpulan Wang Persaraan, Prudential plc (LSE:PRU), Tan Sri Dato? Tan Boon Seng, Dato? Lee Chun Fai, Datuk Lee Teck Yuen and others for MYR 11 billion on January 12, 2026. Sunway will acquire IJM at an offer price of MYR 3.15 per Offer Share which will be satisfied in respect of 10% of the Offer Price, an amount equivalent to MYR 0.3150 in cash at a value of MYR 1,104.1 million; and in respect of 90% of the Offer Price, an amount equivalent to MYR 2.8350 per share in the form of maximum new 1,758,786,893 Sunway Shares, representing approximately 20.6% stake. The consideration is subject to the following adjustments If IJM declares, makes or pays any dividend and/or distribution (collectively, ?Distribution?) on or after the date of the Notice but prior to the Closing Date and the Holders are entitled to retain such Distribution, Sunway shall reduce the Offer Price by the amount equivalent to the net Distribution per IJM Share that the Holders are entitled to retain. or If Sunway declares, makes or pays any Distribution (save for the Proposed Sunway Distribution (as defined below)) on or after the date of the Notice but prior to the Closing Date, Sunway will increase the Cash Consideration by the amount equivalent to the net Distribution per Sunway Share that the Holders are not entitled to receive multiplied by the number of Consideration Shares that the Holder is entitled to receive for accepting the Proposed Offer. Under the proposed offer, in the minimum scenario, if Sunway receives sufficient valid acceptances to acquire 1,752,583,061 IJM shares (representing 50.0% plus one share), or in the maximum scenario, if Sunway receives full valid acceptances, it would hold 100% of IJM, thereby gaining complete ownership and control of the company. The Cash Consideration will be funded by the Sunway Group through borrowings and/or internally generated funds.

In the event Sunway receives valid acceptances of not less than nine-tenths (9/10) in the nominal value of the Offer Shares (excluding IJM Shares already held by Sunway and persons acting in concert with Sunway as at the date of the Proposed Offer) on or before the Closing Date, Sunway intends to invoke the provisions of subsection 222(1) of the Capital Markets and Services Act 2007 (?CMSA?) to compulsorily acquire any remaining Offer Shares from the Holders who have not accepted the Proposed Offer. In such instance, all the Offer Shares that are compulsorily acquired will, subject to subsection 224(1) of the CMSA, be acquired on the same terms and conditions of the offer document to be dispatched to all Holders (?Offer Document?) and in accordance with subsection 222(1) of the CMSA.

The offer is subject to the acceptance condition shall be fulfilled not later than on or before the Closing Date, failing which the Proposed Offer will cease to be capable of further acceptances and all acceptances shall be returned to the Accepting Holders, and Sunway will thereafter cease to be bound by any such prior acceptances of the Proposed Offer; approval of Bursa Securities for the listing of and quotation for the Consideration Shares on the Main Market of Bursa Securities; approval of the shareholders of Sunway in relation to the Proposed Offer at an extraordinary general meeting (?EGM?) of Sunway to be convened; and waiver, exemption, consent or approval of any other relevant authorities or parties, if required. The offer is expected to be completed by the third quarter of 2026. The Board, after having considered all aspects of the Proposed Offer (including the rationale, effects and risk factors of the Proposed Offer) is of the opinion that the Proposed Offer is in the best interest of Sunway. As of January 29, 2026, M&A Securities on behalf of IJM Corporation has submitted an application to the SC for the extension of time to issue the independent advice circular to the Board of IJM and Holders by March 16, 2026. As of January 30, 2026, Securities Commission Malaysia (?SC?) approved the application for the extension of time from February 3, 2026, to March 5, 2026, to submit the draft independent advice circular and Offeree Board circular to the SC for comments, and consequently to issue the IAC and Offeree Board circular to the Board and holders of the Offer Shares by March 16, 2026. Offer period commenced on January 12, 2026, and ends on April 6, 2026.

Maybank Investment Bank Berhad acted as financial advisor for Sunway Berhad. UBS AG Singapore Branch acted as financial advisor for Sunway Berhad. M & A Securities Sdn Bhd acted as financial advisor to IJM Corporation Berhad.