Mnrb Holdings Bhd. · MYX:MNRB

Mnrb Holdings Bhd — Shareholder Meeting (August 2026)

50 slides from Mnrb Holdings Bhd's shareholder meeting presentation, Aug 14, 2026

  1. Slide 1: Extraordinary General Meeting, MNRB Holdings Berhad

    EXTRAORDINARY GENERAL MEETING MNRB HOLDINGS BERHAD ON 14 AUGUST 2026 AT 10:00 A.M. STATEROOM 2, GROUND FLOOR M RESORT & HOTEL JALAN DAMANSARA, BUKIT KIARA 60000 KUALA LUMPUR

  2. Slide 2: Ordinary Resolution: Proposed Acquisition of 80% Equity Interest in Labuan Re

    ORDINARY RESOLUTION PROPOSED ACQUISITION OF 80% EQUITY INTEREST IN LABUAN REINSURANCE (L) LTD BY MNRB HOLDINGS BERHAD FOR A TOTAL CASH CONSIDERATION OF USD100,689,242.02 (EQUIVALENT TO RM400,491,460.14)

  3. Slide 3: Strategic Rationale of the Proposed Acquisition

    STRATEGIC RATIONALE OF THE PROPOSED ACQUISITION Focusing on Core Growth Engines Revenue & Growth Diversification Strategic Positioning • Transforming MNRB Group into a pure- • New markets and alternative income • Enhancing MNRB’s regional and play Reinsurer & Retakaful operator streams international

  4. Slide 4: Presentation by Principal Adviser, Affin Hwang Investment Bank Berhad

    PRESENTATION BY PRINCIPAL ADVISER AFFIN HWANG INVESTMENT BANK BERHAD

  5. Slide 5: Extraordinary General Meeting for Proposed Acquisition

    14 August 2026 MNRB Holdings Berhad Extraordinary General Meeting for Proposed Acquisition Affin Hwang Investment Bank Berhad Affin Hwang Investment Bank Berhad (197301000792) 1

  6. Slide 6: Overview of the Proposed Acquisition

    Overview of the Proposed Acquisition MNRB HOLDINGS BERHAD Each selling 10% Each selling 5% Total of 80% Hicom Holdings Berhad 80% equity interest in Labuan Re MNRB currently holds 20% equity interest in Labuan Re Target through its wholly-owned subsidiary, Malaysian Re Cash consideration of USD100.6

  7. Slide 7: Overview of the Proposed Acquisition: Structure Before and After

    Overview of the Proposed Acquisition Before the Proposed Acquisition After the Proposed Acquisition 100% 100% 80% Vendors 20% 80% 20% 100% LRUL 100% LRUL The objective of this EGM is to seek your approval for the Proposed Acquisition 3 Affin Hwang Investment Bank Berhad (197301000792) 3

  8. Slide 8: Basis and Justification for the Initial Consideration

    Basis and Justification for the Initial Consideration TNAV 80% Labuan Re’s Adjusted TNAV as at P/TNAV (0.88x) Price 31.12.2024 of At lower-end range and USD114.62 mil, audited based on MFRS 4 below median of Precedent M&A Book Value Transactions’ P/TNAV Price Implied PBR (0.85x) For Peer Companies’

  9. Slide 9: Rationale

    Rationale + Market Share International Earnings Geographic Regional Growth Presence Accretive Diversification Expansion Labuan Re’s Discount to Facilitate established Enhance book value, Increase geographic offshore MNRB’s immediate market diversification platform and international bargain share of

  10. Slide 10: Pro forma Effects of the Proposed Acquisition: Net Assets and Gearing

    Pro forma Effects of the Proposed Acquisition ► Share capital and substantial shareholders’ shareholdings No effect as there is no issuance of MNRB Shares ► Pro forma effects on NA and gearing Net assets RM4.10 bil 0.28 RM3.89 bil 0.17 Recognition of pro forma bargain 4,096,365 purchase of RM216.98

  11. Slide 11: Pro forma Effects of the Proposed Acquisition: Earnings and EPS

    Pro forma Effects of the Proposed Acquisition ► Pro forma effects on Earnings and EPS 1.09 Earnings RM855.75 mil 0.70 855,751 RM544.68 mil 544,675 EPS RM1.09 FYE 31 March 2026 After the Proposed Acquisition RM0.70 Consolidated PAT (RM'000) EPS (RM per MNRB Share) Earnings Accretive - Share of consol

  12. Slide 12: Approvals/Consents Required and Conditionality

    Approvals/Consents Required and Conditionality of the Proposed Acquisition Non-Interested Bank Negara Labuan Lloyd’s of RHB Bank Shareholders Malaysia FSA London (L) Ltd of MNRB Submitted on Submitted on Submitted on Purpose of 6 August 2026, To be this EGM 16 June 2026, 12 August pending submitted

  13. Slide 13: Indicative Timeline

    Indicative Timeline ▪ Expected approval ▪ Expected consent EGM ▪ Expected approval 14 Aug Aug Sept-Oct Nov 2026 ▪ Expected BNM approval Completion of ▪ Submission of application Proposed Acquisition for approval 9 Affin Hwang Investment Bank Berhad (197301000792) 9

  14. Slide 14: Thank You

    THANK YOU Affin Hwang Investment Bank Berhad (197301000792) 10

  15. Slide 15: Extraordinary General Meeting, MNRB Holdings Berhad

    EXTRAORDINARY GENERAL MEETING MNRB HOLDINGS BERHAD ON 14 AUGUST 2026 AT 10:00 A.M. STATEROOM 2, GROUND FLOOR M RESORT & HOTEL JALAN DAMANSARA, BUKIT KIARA 60000 KUALA LUMPUR

  16. Slide 16: Presentation by Independent Adviser, QuantePhi Sdn Bhd

    PRESENTATION BY INDEPENDENT ADVISER QUANTEPHI SDN BHD

  17. Slide 17: Independent Adviser's Presentation to the Shareholders of MNRB

    STRICTLY PRIVATE & CONFIDENTIAL MNRB HOLDINGS BERHAD (“MNRB”) Independent Adviser’s Presentation to the Shareholders of MNRB in relation to the Proposed Acquisition of 80% Equity Interest in Labuan Reinsurance (L) Limited by MNRB (“Proposed Acquisition”) Prepared by: EXTRAORDINARY GENERAL MEETING (“

  18. Slide 18: Section 1.0: Overview of the Proposed Acquisition

    STRICTLY PRIVATE & CONFIDENTIAL Section 1.0: Overview of the Proposed Acquisition Structure of the Proposed Acquisition based on the Circular dated 31 July 2026 Before the Proposed Acquisition After the Proposed Acquisition Permodalan Nasional Berhad Amanah Saham Bumiputera ASB PNB (“PNB”) (“ASB”) 1

  19. Slide 19: Section 1.1: QuantePhi's Opinion

    STRICTLY PRIVATE & CONFIDENTIAL Section 1.1: QuantePhi’s Opinion Based on QuantePhi’s Independent Evaluation and Assessment Rationale Rationale for the Proposed Acquisition is reasonable Consideration Consideration for the Proposed Acquisition is fair Salient Terms Salient Terms of the SPA for the P

  20. Slide 20: Section 2.0: QuantePhi's Opinion on Rationale

    STRICTLY PRIVATE & CONFIDENTIAL Section 2.0: QuantePhi’s Opinion on Rationale Based on QuantePhi’s Independent Evaluation and Assessment Rationale Rationale for the Proposed Acquisition is reasonable Consideration Consideration for the Proposed Acquisition is fair Salient Terms Salient Terms of the

  21. Slide 21: Section 2.1: Proposed Acquisition's Rationale

    STRICTLY PRIVATE & CONFIDENTIAL Section 2.1: Proposed Acquisition’s Rationale Rationale for the Proposed Acquisition QuantePhi’s Commentaries ▪ Malaysia's insurance and takaful market is underserved – With penetration remaining low at 4.50%, below (i) 2026 BNM target of 4.8% to 5.0% and (ii) OECD av

  22. Slide 22: Section 3.0: QuantePhi's Opinion on the Consideration

    STRICTLY PRIVATE & CONFIDENTIAL Section 3.0: QuantePhi’s Opinion on the Consideration Based on QuantePhi’s Independent Evaluation and Assessment Rationale Rationale for the Proposed Acquisition is reasonable Consideration Consideration for the Proposed Acquisition is fair Salient Terms Salient Terms

  23. Slide 23: Section 3.1: Valuation Analysis

    STRICTLY PRIVATE & CONFIDENTIAL Section 3.1: Valuation Analysis QuantePhi’s Commentaries Methodologies Precedent Transaction Approach(1) Peer Analysis Approach(2) • Reinsurance Industry • Reinsurance Industry • NA : RM200.0 ‘Mil to RM1,500’Mil Selection Criteria • 2019 to 2023 • Adopted MFRS17 or eq

  24. Slide 24: Section 4.0: QuantePhi's Opinion on the Agreement Salient Terms

    STRICTLY PRIVATE & CONFIDENTIAL Section 4.0: QuantePhi’s Opinion on the Agreement Salient Terms Based on QuantePhi’s Independent Evaluation and Assessment Rationale Rationale for the Proposed Acquisition is reasonable Consideration Consideration for the Proposed Acquisition is fair Salient Terms Sal

  25. Slide 25: Section 4.1: Summary of the Sale & Purchase Agreement (SPA)

    STRICTLY PRIVATE & CONFIDENTIAL Section 4.1: Summary of the Sale & Purchase Agreement (SPA) Key Terms and Conditions for the Proposed Acquisition ▪ Proposed Acquisition by MNRB of the remaining 80% equity interest in Labuan Re for a cash consideration of RM400.49 ‘Mil (USD100.69 ‘Mil) • Vendors – Ex

  26. Slide 26: Section 5.0: QuantePhi's Opinion on the Industry Outlook and Prospects

    STRICTLY PRIVATE & CONFIDENTIAL Section 5.0: QuantePhi’s Opinion on the Industry Outlook and Prospects Based on QuantePhi’s Independent Evaluation and Assessment Rationale Rationale for the Proposed Acquisition is reasonable Consideration Consideration for the Proposed Acquisition is fair Salient Te

  27. Slide 27: Section 5.1: Industry Outlook and Prospects

    STRICTLY PRIVATE & CONFIDENTIAL Section 5.1: Industry Outlook and Prospects IA’s observation on industry outlook and future prospects QuantePhi’s Commentaries ▪ Malaysia’s economy expanded by 5.4% in 1Q2026, supported by resilient domestic demand, continued fiscal Malaysian prudence, and government

  28. Slide 28: Section 5.1: Industry Outlook and Prospects

    STRICTLY PRIVATE & CONFIDENTIAL Section 5.1: Industry Outlook and Prospects IA’s observation on industry outlook and future prospects QuantePhi’s Commentaries ▪ Established a leading market position as Labuan’s first homegrown reinsurance company. ▪ The subsequent recapitalization, aligned with Gove

  29. Slide 29: Section 6.0: QuantePhi's Opinion on the Risk Factors

    STRICTLY PRIVATE & CONFIDENTIAL Section 6.0: QuantePhi’s Opinion on the Risk Factors Based on QuantePhi’s Independent Evaluation and Assessment Rationale Rationale for the Proposed Acquisition is reasonable Consideration Consideration for the Proposed Acquisition is fair Salient Terms Salient Terms

  30. Slide 30: Section 6.1: Risk Factors Associated with the Proposed Acquisition

    STRICTLY PRIVATE & CONFIDENTIAL Section 6.1: Risk Factors Associated with the Proposed Acquisition Risk Factors to MNRB in relation to the Proposed Acquisition Identified risks could be mitigated through various mitigation strategies QuantePhi’s Commentaries a Operation Risk b Completion Risk c Cont

  31. Slide 31: Section 7.0: QuantePhi's Opinion on the Effects of the Proposed Acquisition

    STRICTLY PRIVATE & CONFIDENTIAL Section 7.0: QuantePhi’s Opinion on the Effects of the Proposed Acquisition Based on QuantePhi’s Independent Evaluation and Assessment Rationale Rationale for the Proposed Acquisition is reasonable Consideration Consideration for the Proposed Acquisition is fair Salie

  32. Slide 32: Section 7.1: Effects of the Proposed Acquisition

    STRICTLY PRIVATE & CONFIDENTIAL Section 7.1: Effects of the Proposed Acquisition Effects to MNRB’s Financial Position in relation to the Proposed Acquisition QuantePhi’s Commentaries Issued Share Capital and ▪ The Proposed Acquisition will not have any effect on the issued share capital of MNRB and

  33. Slide 33: Section 7.1: Effects of the Proposed Acquisition

    STRICTLY PRIVATE & CONFIDENTIAL Section 7.1: Effects of the Proposed Acquisition Effects to MNRB’s Financial Position in relation to the Proposed Acquisition QuantePhi’s Commentaries ▪ Consolidated PAT expected to increase from RM544.68 ‘Mil to RM855.75 ‘Mil – after taking into account the potential

  34. Slide 34: Thank You

    STRICTLY PRIVATE & CONFIDENTIAL THANK YOU Prepared by: Locate Us: Locate Us: Call Us: Email Us: Visit Us: 6-5-3, 6-5-3, Sinaran Sinaran TTDI +603 7733 3442 contact@quantephi.cc www.quantephi.cc Jalan Tun Mohd Fuad 3 TTDI, Jalan Tun Taman Tun Dr Ismail Monday – Friday: 60000 Kuala Lumpur 9.00am – 6.0

  35. Slide 35: Extraordinary General Meeting, MNRB Holdings Berhad

    EXTRAORDINARY GENERAL MEETING MNRB HOLDINGS BERHAD ON 14 AUGUST 2026 AT 10:00 A.M. STATEROOM 2, GROUND FLOOR M RESORT & HOTEL JALAN DAMANSARA, BUKIT KIARA 60000 KUALA LUMPUR

  36. Slide 36: Questions Received from Minority Shareholders Watch Group (MSWG)

    QUESTIONS RECEIVED FROM MINORITY SHAREHOLDERS WATCH GROUP (MSWG)

  37. Slide 37: MSWG Question: Strategic Rationale of Labuan Re Acquisition and Takaful Ikhlas Disposal

    No Question Answer 1 On 4 August 2026, MNRB announced the proposed disposal of its Takaful IKHLAS businesses to Bank Rakyat for RM1.64 billion in cash. While the proposed disposal Although the Proposed Acquisition of Labuan Re and the proposed divestment of Takaful Ikhlas Family Bhd is subject to re

  38. Slide 38: MSWG Question: Combined Pro Forma Effects

    No Question Answer 1 On 4 August 2026, MNRB announced the proposed disposal of its Takaful IKHLAS businesses to Bank Rakyat for RM1.64 billion in cash. Taking into account both the The pro forma financial effects disclosed in the Circular for the Proposed Acquisition were prepared on a Proposed Acqu

  39. Slide 39: MSWG Question: Alternative Uses of Acquisition Consideration

    No Question Answer 2 What alternative uses of the Prior to proceeding with the Proposed Acquisition, the Board and Management evaluated various alternative RM400.49 million acquisition uses of capital and strategic options against MNRB's broader strategic and capital priorities. Consideration consid

  40. Slide 40: MSWG Question: Most Appropriate Use of Capital

    No Question Answer 2 Additionally, please explain The reinsurance industry is becoming increasingly complex, but there are also pockets of opportunity that the considerations that led MNRB has not fully tapped into. Capturing these opportunities requires scale, diversification, market and the Board

  41. Slide 41: MSWG Question: Complementary Underwriting Portfolio Areas

    No Question Answer 3 The Proposed Acquisition will enable MNRB to leverage Labuan Re’s internationally diversified underwriting portfolio, thereby enhancing geographical diversification. a Which areas of Labuan Re’s Labuan Re has a more internationally weighted portfolio with overseas business makin

  42. Slide 42: MSWG Question: Enlarged Underwriting Portfolio

    No Question Answer 3 The Proposed Acquisition will enable MNRB to leverage Labuan Re’s internationally diversified underwriting portfolio, thereby enhancing geographical diversification. b Following the Proposed One of the key strategic objectives under MNRB’s transformation strategy to become a lea

  43. Slide 43: MSWG Question: Portfolio Overlap and Integration

    No Question Answer 3 The Proposed Acquisition will enable MNRB to leverage Labuan Re’s internationally diversified underwriting portfolio, thereby enhancing geographical diversification. c Following the proposed Overlap at a broad class or geographic level does not necessarily represent duplication

  44. Slide 44: MSWG Question: Underwriting Capabilities for Data Centres and Renewables

    No Question Answer 4 A key rationale of the From an underwriting perspective, Labuan Re’s international exposure, including through the Lloyd’s market Proposed Acquisition is to and its US and European portfolio, can provide MNRB with access to underwriting experience and market cater for the surge

  45. Slide 45: Question & Answer Session

    QUESTION & ANSWER SESSION

  46. Slide 46: Extraordinary General Meeting, MNRB Holdings Berhad

    EXTRAORDINARY GENERAL MEETING MNRB HOLDINGS BERHAD ON 14 AUGUST 2026 AT 10:00 A.M. STATEROOM 2, GROUND FLOOR M RESORT & HOTEL JALAN DAMANSARA, BUKIT KIARA 60000 KUALA LUMPUR

  47. Slide 47: Please Vote Now

    EXTRAORDINARY GENERAL MEETING MNRB HOLDINGS BERHAD 14 AUGUST 2026 PLEASE VOTE NOW

  48. Slide 48: Scrutineers' Verification

    EXTRAORDINARY GENERAL MEETING MNRB HOLDINGS BERHAD 14 AUGUST 2026 SCRUTINEERS’ VERIFICATION

  49. Slide 49: Announcement of Poll Results by the Chairman

    EXTRAORDINARY GENERAL MEETING MNRB HOLDINGS BERHAD 14 AUGUST 2026 ANNOUNCEMENT OF POLL RESULTS BY THE CHAIRMAN

  50. Slide 50: Thank You

    Thank You | www.mnrb.com.my © 2026 MNRB Holdings Berhad

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