INTRODUCTION

The Board of Directors ("Board") of Marine & General Berhad ("M&G" or "the Company") wishes to announce that a wholly owned subsidiary and a 70%-owned subsidiary of M&G namely, M&G Marine Services Sdn. Bhd. (“MGMS”) and Jasa Merin (Malaysia) Sdn. Bhd. (“JMM”) had on 16 January 2026, entered into a Joint Venture Agreement (“JVA”) with Nautica Energy Services Sdn. Bhd. (“NES”). In line with the JVA, all parties agreed to incorporate a joint venture company namely, Jasa Merin Engineering Sdn. Bhd. ("JME" or “JV Company”), to jointly undertake vessel maintenance, repairs and docking related businesses.

BACKGROUND INFORMATION ON MGMS, JMM AND NES

Information on MGMS

MGMS was incorporated in Malaysia on 23 March 2022 as a private limited liability company under its present name. MGMS is principally set up to undertake vessel management, vessel maintenance and repairs, and other marine services.

The total issued share capital of MGMS is RM1.00, comprising 1 ordinary share of RM1.00 each.

The directors of MGMS are Abdul Rahman bin Ali and Kamarul Ariffin bin Mohd Jamil.

Information on JMM

JMM was incorporated in Malaysia on 14 March 1980 as a private limited liability company with the name of Jackson Marine (Malaysia) Sdn. Bhd. and consequently changed its name to JMM with effect from 20 February 1987.  JMM is principally engaged in the provision of offshore support vessels services in the oil and gas industry.

The total issued share capital of JMM is RM303,759,518.00 comprising of 20,825,017 ordinary shares and 282,934,501 preference shares with each share issued at RM1.00.

The directors of JMM are Dato’ Haji Mohtar bin Nong, Dato’ Haji Adzlan bin Mohd Dagang, Dato’ Haji Osman bin Muda, Tuan Haji Ahmad Amzad bin Mohamed @ Hashim, Dato’ Haji Burhanuddin Hilmi bin Mohamed @ Harun and Haji Abdul Rahman bin Ali.

Information on NES

NES was incorporated on 25 August 2025 with an issued share capital of RM5,000 comprising of 5,000 ordinary shares of RM1.00 each.  NES is principally involved in business management consultancy services, repair and maintenance of electrical equipment inclusive of engines and auxiliary systems, repair and maintenance of industrial machinery and equipment, and sales of equipment, trading of parts and services, management and technical consultancy and related services to engineering.

The directors of NES are Nor Azman bin Muzaid, Mokhtar B. Baharudin @ Baharuddin and Noor Lenda binti Mon.

PRINCIPAL/SALIENT TERMS OF THE JVA

MGMS, JMM and NES hereby acknowledge and agree that a JV Company will be set up upon execution of the JVA. The JV Company shall be an incorporated joint venture for the purpose of business of providing comprehensive vessel services to clients, encompassing vessel maintenance, repair, and operational support services. JME may engage in activities that are ancillary, incidental or conducive to the achievement of the primary scope set out therein.

The paid-up share capital of the JV Company shall be RM500,000.00 only divided into 500,000 ordinary shares of RM1.00 only each.

The equity proportion held by the parties respectively in the JV Company shall be maintained unchanged over the duration of this JVA unless unanimously agreed upon by the parties.

INFORMATION ON THE JV COMPANY

The paid up share capital  of the JV Company shall be RM500,000.00 only divided into 500,000 ordinary shares of RM1.00 only each.

The issued and paid-up share capital of the JV Company will be jointly held by the parties hereto in the following manner:

The Board of JME will consist of four (4) directors, as follows:

1. Two (2) representatives of MGMS;
2. One (1) representative of JMM; and
3. One (1) representative from by NES.

RATIONALE FOR THE JV

The proposed joint venture is intended to provide a structured framework to support improvements in the management of maintenance activities for JMM’s fleet. This would involve the gradual introduction of predictive analytics, selected digital maintenance tools, and targeted workforce development initiatives. These measures are expected to improve maintenance planning and oversight, with the potential to enhance vessel reliability and reduce the incidence of unplanned downtime over time.

In parallel, the joint venture allows JMM to participate in the Maintenance, Repair and Operations (“MRO”) segment within the domestic marine and engineering industry. Through Jasa Merin Engineering Sdn Bhd (“JME”), JMM will develop internal engineering capabilities to undertake maintenance and repair works for its fleet. This may reduce reliance on third-party service providers and improve cost transparency and control.

From a financial and commercial perspective, improved maintenance coordination and execution may contribute to higher vessel uptime by mitigating downtime arising from breakdowns and maintenance inefficiencies. To the extent that utilisation improves, there may be incremental revenue benefits, alongside possible cost efficiencies from more structured spare parts sourcing, inventory management, and reduced third-party servicing. Any financial benefits arising from these factors are expected to materialise progressively and remain subject to operational execution, utilisation levels, and prevailing market conditions.

FINANCIAL IMPACT OF THE JV

The JV will not have any material financial impact for the financial year ending 30 April 2026, nor will it have any effect on the share capital and substantial shareholders’ shareholdings of M&G. It is also not expected to have any material effect on the net assets per share, earnings per share and gearing of M&G for the financial year ending 30 April 2026.

RISK FACTORS AND LIABILITIES TO BE ASSUMED IN RELATION TO THE JV

The risk related to the JV are typical to any other commercial contracts. These include breaches or non-performance of JV or other obligations under the JV.

DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST

None of the directors or major shareholders or person connected to the directors or major shareholders has any interest, direct or indirect in the JV.

DIRECTORS’ STATEMENT

The Board having considered all the relevant factors in respect of the JV is of the opinion that entering the JVA and the incorporation the JV Company are in the best interest of M&G.

APPROVAL REQUIRED

M&G does not require the approval of its shareholders or any authorities to enter into the JVA and incorporation of the JV Company.

This announcement is dated 16 January 2026.