On behalf of the Board of Directors of GDB ("Board"), M & A Securities Sdn Bhd ("M & A Securities") wishes to announce that the Company proposes to undertake the following:

1. proposed private placement of up to 309,375,000 new ordinary shares in GDB ("Share(s)" or "GDB Share(s)") ("Placement Shares") representing not more than 30.00% of the total number of GDB Shares to independent 3rd-party investor(s) to be identified later ("Proposed Private Placement");

    

2. proposed acquisition of 510,000 ordinary shares in Bina Tegas Sdn Bhd ("Bina Tegas"), representing 51.00% of the equity interest in Bina Tegas ("Bina Tegas Sale Shares") from Leong Chee Kit, Low Lip Kai and Tham Wai Leong ("Bina Tegas Vendors") for a total purchase consideration of RM66,509,072.00 ("SSA 1 Purchase Consideration") pursuant to the share sale agreement entered into between GDB and the Bina Tegas Vendors ("SSA 1"), subject to the terms and conditions stipulated in the SSA 1 ("Proposed Acquisition of Bina Tegas");

    

3. proposed acquisition of 382,500 ordinary shares in BT Borneo Engineering Sdn Bhd ("BT Borneo"), representing 51.00% of the equity interest in BT Borneo ("BT Borneo Sale Shares") from Leong Chee Kit, Lim Khoon Sin, Low Lip Kai and Tham Wai Leong ("BT Borneo Vendors") for a total purchase consideration of RM15,090,928.00 ("SSA 2 Purchase Consideration"), pursuant to the share sale agreement entered into between GDB and the BT Borneo Vendors ("SSA 2"), subject to the terms and conditions stipulated in the SSA 2 ("Proposed Acquisition of BT Borneo");

    

4. proposed renounceable rights issue of up to 205,362,616 new GDB Shares ("Rights Shares") together with 205,362,616 free detachable warrants ("Warrant(s)") on the basis of 1 Rights Share for every 7 existing GDB Shares held on an entitlement date to be determined later ("Entitlement Date") together with 1 Warrant for every 1 Right Share subscribed ("Proposed Rights Issue with Warrants");

    

5. proposed diversification of the existing business of GDB and its subsidiaries ("GDB Group" or the "Group") to include the business of property development ("Property Development Business") ("Proposed Diversification"); and

    

6. proposed establishment and implementation of an employees' share option scheme ("ESOS") of up to 15.00% of the Company's total issued share capital (excluding treasury shares, if any) at any point in time over the duration of the ESOS for eligible directors of GDB ("Directors") and employees of GDB and its non-dormant subsidiary(ies), who fulfil the eligibility criteria as set out in the by-laws of the ESOS ("Proposed ESOS").

    

(Collectively, the "Proposals")

Kindly refer to the attachment for details of the Proposals. 

This announcement is dated 8 October 2026.