CIRCULAR TO SHAREHOLDERS IN RELATION TO THE (I) PROPOSED JOINT VENTURE IN WHICH YTB IMPRESSION SDN BHD ("YTBI" OR THE "LANDOWNER"), A WHOLLY OWNED SUBSIDIARY OF YONG TAI BERHAD ("YTB") GRANTS TAGHILL LAND SDN BHD (FORMERLY KNOWN AS UFUK MERCU SDN BHD) ("TAGHILL LAND") THE EXCLUSIVE RIGHTS TO UNDERTAKE THE PROJECT (AS DEFINED HEREIN) ON PART OF A PARCEL OF LEASEHOLD LAND BEARING THE MASTER TITLE NO. PN 63119, LOT 15001, LOCATED AT KAWASAN BANDAR XLIV, DISTRICT OF MELAKA TENGAH, STATE OF MELAKA, MEASURING APPROXIMATELY 2.02 HECTARES (THE "LAND") ("PROPOSED JOINT VENTURE"); AND (II) PROPOSED DIVERSIFICATION OF THE EXISTING BUSINESS OF TAGHILL AND ITS SUBSIDIARIES ("TAGHILL GROUP" OR THE "GROUP") TO INCLUDE THE BUSINESS OF PROPERTY DEVELOPMENT ("PROPERTY DEVELOPMENT BUSINESS") ("PROPOSED DIVERSIFICATION") (COLLECTIVELY, THE "PROPOSALS")

TAGHILL HOLDINGS BERHAD ("TAGHILL" OR "THE COMPANY") CIRCULAR TO SHAREHOLDERS IN RELATION TO PART A-PROPOSED SHAREHOLDERS' RATIFICATION FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ("PROPOSED SHAREHOLDERS' RATIFICATION") AND PART B -PROPOSED VARIATION TO THE UTILISATION OF PROCEEDS RAISED FROM THE INITIAL PUBLIC OFFERING OF TAGHILL ("PROPOSED VARIATION")