Atan Mustafa Yussof Ahmad J:

(Enclosure 202 - Defendants' Order 14A Application)

Introduction

[1] Before the court is the defendants' application pursuant to O 14A of the Rules of 2012 ("ROC"), seeking the determination of several questions of law and construction arising from the Put and Call Option Agreement dated 22 October 2021 and the Supplemental Option Agreement dated 3 August 2022 (collectively referred to as "the Agreements"). The application was heard on 28 July 2025 and this court delivered its decision on the same day, allowing the defendants' application with costs.

[2] The central issue before this court concerns the validity and enforceability of a Put Option Notice dated 2 May 2023 issued by the plaintiff to exercise its rights under the Agreements. The Defendants contend that the said notice was issued in breach of the express terms of the Agreements, specifically cl 2.2, which stipulates a mandatory notice period, and that consequently, the Agreements have automatically terminated pursuant to cl 2.5.

[3] These are the grounds for the decision of this court.

Background Facts

The Parties

[4] The Plaintiff is Kenanga Investors Berhad, a company registered under the Companies Act 1965. The Plaintiff is an investment company engaged in asset management and wealth management.

[5] The 1st Defendant is Zulrafq Capital Sdn Bhd ("Zulrafq"), a company registered under the Companies Act 1965.

[6] The 2nd Defendant is Tan Sri Zulhasnan bin Rafique ('TSZ'), a Malaysian citizen and major shareholder of Zulrafq. TSZ executed a Personal Guarantee dated 22 October 2021 in favour of the Plaintiff.

The Put And Call Option Agreement

[7] On 22 October 2021, the Plaintiff and Zulrafq entered into a Put and Call Option Agreement. Under this agreement, the Plaintiff acquired option shares in KNM Group Berhad from Zulrafq (referred to as "the Option Shares") at a transaction price of RM0.210 per share. The total transaction value was RM40,000,000.00 for 190,476,190 shares. The transaction date was 5 November 2021.

[8] The material terms of the Put and Call Option Agreement dated 22 October 2021 included the following:

a) The agreement provided for a Call Option exercisable by Zulrafq either within a period of 6 months from the Transaction Date with the share price set at 7.5% above the Transaction Price, or 3 months from the expiry of the first Call Option with the share price set at 12.0% above the Transaction Price.

b) The agreement provided for a Put Option exercisable by the Plaintiff at any time within 9 months from the Transaction Date ("the Put Option Period'). Under the original agreement, the Put Option Period would have expired on 15 August 2022.

c) Clause 2.2 of the agreement provides that the Put Option shall be exercisable by the Plaintiff serving on Zulrafq notice in writing at least ten (10) business days prior to the expiry of the Put Option Period requiring Zulrafq to purchase all or part of the Option Shares by the end of the Put Option Period.

d) Clause 2.5 of the agreement provides that in the event the Put Option is not exercised during the Put Option Period, the Put Option shall lapse and the Agreement shall terminate automatically. It further provides that accordingly, the rights and obligations of the parties hereto shall cease and determine save in respect of any antecedent breach of the Agreement.

The Supplemental Option Agreement

[9] By letters dated 27 July 2022, Zulrafq applied to the Plaintiff for an extension and rollover of the Call Option Period and Put Option Period under the Option Agreement. The Plaintiff accepted these terms

[10] On 3 August 2022, a Supplemental Option Agreement was executed by both parties. The effect of this Supplemental Agreement was to extend and roll over both the Call Option Period and the Put Option Period. Under the Supplemental Option Agreement, the Put Option Period was extended to expire on 5 May 2023.

[11] The Supplemental Option Agreement expressly provided that all other terms and