MNRB : Circular to Shareholders

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately.

Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused this Circular prior to its issuance as it is prescribed as an exempt document pursuant to Practice Note No. 18 of Main Market Listing Requirements of Bursa Securities.

Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability, whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the content of this Circular.

MNRB HOLDINGS BERHAD

[Company No. 197201001795 (13487-A)]

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

in relation to the

PROPOSED AMENDMENTS TO THE CONSTITUTION OF THE COMPANY

The special resolution in respect of the above proposal will be tabled as special business at MNRB Holdings Berhad ("MNRB" or "the Company")'s Forty-Ninth Annual General Meeting ("49th AGM") to be conducted virtually. The Notice of the 49th AGM, together with the Form of Proxy, are set out in the Annual Report for the financial year ended 31 March 2022 ("Annual Report

2022"), which is dispatched together with this Circular. The details of the 49th AGM are as follows:

If you are unable to attend and vote at the AGM, you may appoint a proxy or proxies to attend and vote on your behalf. If you wish to do so, you must deposit the Proxy Form at the office of the Share Registrar of the Company, Boardroom Share Registrars Sdn. Bhd., 11th Floor, Menara Symphony, No. 5, Jalan Professor Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time set for the AGM or any adjournment thereof. The lodging of the Proxy Form does not preclude you from attending and voting in person at the AGM should you subsequently wish to do so.

This Circular is dated 27 July 2022

DEFINITIONS

Unless the context otherwise requires, the following definitions shall apply throughout this Circular:

DEFINITIONS (CONT'D)

All references to "you" in this Circular are to the shareholders of our Company who are entitled to attend and vote at the forthcoming AGM and whose names appear in our Record of Depositors as at 15 September 2022.

All references to "our Company" in this Circular are to MNRB Holdings Berhad. All references to "our Group" in this Circular are to our Company and our subsidiaries. All references to "we", "us", "our" and "ourselves" are to our Company and our subsidiaries.

Unless specifically referred to, words denoting the singular shall, where applicable, include the plural, and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine and/or neuter genders, and vice versa. Reference to persons shall include corporations, unless otherwise specified.

Any reference in this Statement/Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Statement/Circular shall be a reference to Malaysian time, unless stated otherwise.

DISCLAIMER STATEMENT

Bursa Securities has not perused this Circular prior to its issuance as it is an exempt document. Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability, whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

[The rest of this page has been intentionally left blank]

MNRB HOLDINGS BERHAD

[CompanyMNRB HOLDINGSNo. 197201001795BERHAD(13487-A)]

[Company No(Incorporated. 197201001795in Malaysia)(13487-A)]

(Incorporated in Malaysia)

Registered Office:

12th Floor, Bangunan Malaysian Re

No. 17, Lorong Dungun

Damansara Heights

50490 Kuala Lumpur

Wilayah Persekutuan

27 July 2022

Board of Directors:-

Datuk Johar Che Mat (Non-IndependentNon-Executive Chairman/Director) George Oommen (Senior Independent Non-Executive Director)

Khalid Sufat (Independent Non-Executive Director) Junaidah Mohd Said (Independent Non-Executive Director) Zaida Khalida Shaari (Independent Non-Executive Director)

Dato' Wan Roshdi Wan Musa (Independent Non-Executive Director)

To: The Shareholders of MNRB

Dear Sir/Madam,

PROPOSED AMENDMENTS TO THE CONSTITUTION OF THE COMPANY ("PROPOSED AMENDMENTS")

1.0 INTRODUCTION

The Board had, on 30 May 2022 among others, resolved to seek shareholders' approval at the forthcoming Forty-Ninth (49th) AGM of the Company on the Proposed Amendments.

The purpose of this Circular is to provide you with the details of the Proposed Amendments, and to seek your approval for the Special Resolution pertaining to the Proposed Amendments under the agenda of Special Business to be tabled at the forthcoming AGM of the Company. An extract of the Notice of the forthcoming 49th AGM is enclosed in this Circular for your ease of reference.

YOU ARE ADVISED TO READ AND CONSIDER THE CONTENTS OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE SPECIAL RESOLUTION PERTAINING TO THE PROPOSED AMENDMENTS AT THE FORTHCOMING 49TH AGM. THE NOTICE OF AGM AND THE FORM OF PROXY ARE ENCLOSED IN OUR ANNUAL REPORT 2022.

1