We refer to our announcement dated 6 April 2022 in relation to the Proposed Transaction (“Earlier Announcement”).

Unless otherwise stated, all defined terms in this announcement shall carry the same meanings as defined in the Earlier Announcement.

On behalf of our Board, we wish to announce that MBSB and PNB (the “Parties”) have on even date entered into an exclusivity agreement (“Exclusivity Agreement”), granting the Parties the exclusive right to enter into negotiations with each other to finalise the structure, pricing, and terms and conditions of the Proposed Transaction for a period commencing on the date of the Exclusivity Agreement until 5.00 p.m. of the last day of the 6th month from the date of the letter of approval from BNM to commence negotiations (i.e. 5 October 2022) or such other further period as may be agreed in writing by the Parties and approved by BNM (“Exclusivity Period”).

Under the terms of the Exclusivity Agreement, the Parties have agreed not to take any action to solicit, negotiate, or otherwise facilitate any offer or inquiry from any other party (other than the Parties themselves) relating to any transaction or proposed transaction involving the share capital, assets, businesses or undertakings of MBSB and MIDF (including their subsidiaries) during the Exclusivity Period.

Upon the application for the approval of BNM and/or the Minister of Finance (“MoF”) (via BNM) for the Proposed Transaction being made to BNM, the Exclusivity Period, subject to the written approval of BNM, will be extended until the date of execution of the relevant definitive agreement(s) to effect the Proposed Transaction. The Exclusivity Agreement shall terminate in the event the approval from BNM or MoF is not obtained for the Proposed Transaction or upon expiry of the period approved by BNM for the Parties to negotiate.

This announcement is dated 22 April 2022.