Office at Suite 1, 5Th Floor, Wisma MKH, Jalan Semenyih, 43000 Kajang, Selangor Darul Ehsan

SUNWAY BERHAD (“SUNWAY”) 1) SHAREHOLDERS’ AGREEMENT BETWEEN SUNWAYMAS SDN BHD, PERKASA BERNAS (M) SDN BHD AND DAKSINA HARTA SDN BHD 2) SHARE SALE AGREEMENT BETWEEN SUNWAYMAS SDN BHD AND PERKASA BERNAS (M) SDN BHD

1. INTRODUCTION

The Board of Directors of Sunway wishes to announce that SunwayMas Sdn Bhd (“SunwayMas”), a subsidiary of Sunway has on 26 October 2018, entered into a Shareholders’ Agreement (“SA”) with Perkasa Bernas (M) Sdn Bhd (“Perkasa”), a subsidiary of MKH Berhad and Daksina Harta Sdn Bhd (“Daksina”) with intention to jointly develop a mixed development on the freehold land held under Geran 47813, Lot No. 1, Mukim Kajang Daerah Ulu Langat Negeri Selangor measuring approximately 5.28 acres (“the Land”) as well as to regulate the relationship between SunwayMas and Perkasa as the shareholders of Daksina (“Proposed Joint Venture”).

SunwayMas has on even date, entered into a Share Sale Agreement (“SSA”) with Perkasa, whereby SunwayMas agrees to dispose of 4 ordinary shares in Daksina to Perkasa (“Sale Shares”), representing 40% of the share capital of Daksina, at a total consideration of RM5,000,000/- (“Proposed Disposal”).

2. INFORMATION ON SUNWAYMAS, PERKASA AND DAKSINA

2.1 SunwayMas

SunwayMas is a company incorporated in Malaysia and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 47500 Subang Jaya, Selangor Darul Ehsan. The issued and paid-up share capital of SunwayMas is RM7,500,000/- comprising 7,500,000 ordinary shares. Its principal activities are property and housing development and investment holding.

2.2 Perkasa

Perkasa Bernas (M) Sdn Bhd is a company incorporated in Malaysia and having its registered office at Suite 1, 5th Floor, Wisma MKH, Jalan Semenyih, 43000 Kajang, Selangor Darul Ehsan. The issued and paid-up share capital of Perkasa is RM7,050,000/- comprising 7,000,000 ordinary shares and 50,000 preference shares. Its principal activity is property development.

2.3 Daksina

Daksina is a company incorporated in Malaysia and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 47500 Subang Jaya, Selangor Darul Ehsan. The issued and paid-up capital of Daksina is RM10/- comprising 10 ordinary shares. Its principal activities are property development and property investment.

3. SALIENT TERMS OF THE SA AND SSA

3.1 SA

SunwayMas, Perkasa and Daksina have entered into the SA to regulate the rights of SunwayMas and Perkasa as shareholders of Daksina and to undertake the Proposed Joint Venture. The salient terms of the SA are as follows:

(a) SunwayMas and Perkasa shall maintain their shareholding in Daksina in the proportion as stated in item 3.2 below. (b) SunwayMas and Perkasa shall be entitled to nominate and appoint 3 directors and 2 directors in Daksina respectively. (c) SunwayMas shall nominate the Chairman of the Board.

3.2 SSA

Under the SSA, Perkasa agrees to acquire the Sale Shares in Daksina from SunwayMas at a total consideration of RM5,000,000/-.

Upon completion of the Proposed Disposal, the shareholding of SunwayMas and Perkasa shall be as follows:

Shareholders Number of Shares Percentage of Shareholding SunwayMas 6 60% Perkasa 4 40%

4. INFORMATION ON THE LAND AND THE PROPOSED DEVELOPMENT

The Land was intended for an original commercial development comprising a 3-storey retail podium, 10-storey car park podium, a 20-storey commercial tower and a 12-storey commercial tower which had been previously approved for development. Construction on the Land had also commenced but was discontinued by the previous developer when the structure of the car park podium and both commercial blocks reached the roof top.

The Proposed Joint Venture between MKH Group and Sunway Group will enable the continuation of the development on the semi-completed structure erected on the Land which will replace the original commercial development with a proposed mixed-development comprising retail podium/commercial lots and serviced apartments/SOHO (“Proposed Development”). The estimated gross development value of the Proposed Development is RM540,000,000/-. The maximum development period for the Proposed Development is expected to be within 5 years.

5. BASIS OF ARRIVING AT THE DISPOSAL PRICE FOR THE PROPOSED DISPOSAL

The disposal price was arrived at based on negotiations between Perkasa and SunwayMas on a willing buyer willing seller basis after taking into consideration the net assets and earnings prospects of Daksina.

6. LIABILITIES TO BE ASSUMED

There are no liabilities (including contingent liabilities and guarantees) to be assumed by Sunway arising from the Proposed Joint Venture and Proposed Disposal.

7. ORIGINAL COST OF INVESTMENT AND DATE OF SUCH INVESTMENT

The original cost of investment of the Sale Shares was RM2,202 which was made from 2011 to 2018.

8. PROPOSED UTILISATION OF PROCEEDS FROM THE PROPOSED DISPOSAL

The proceeds from the Proposed Disposal will be used for SunwayMas’ working capital.

9. RATIONALE

The Proposed Joint Venture provides opportunity for both SunwayMas and Perkasa to pool their resources and expertise to jointly develop the Proposed Development, leveraging on Sunway's brand and MKH’s expertise and market knowledge in Kajang.

10. RISK FACTORS

The Board of Directors of Sunway is not aware of any risk factor arising from the Proposed Joint Venture and Proposed Disposal other than the normal business, market and economic risks.

11. EFFECTS OF THE PROPOSED JOINT VENTURE AND PROPOSED DISPOSAL

11.1 On Share Capital and Substantial Shareholders’ Shareholding

The Proposed Joint Venture and Proposed Disposal will not have any effect on the share capital and substantial shareholders' shareholding of Sunway as they do not involve any allotment or issuance of new shares by Sunway.

11.2 On Earnings Per Share, Net Assets Per Share and Gearing

The Proposed Joint Venture and Proposed Disposal are not expected to have any immediate material effect on the earnings per share, net assets per share and gearing of Sunway for the financial year ending 31 December 2018.

12. APPROVAL REQUIRED

The Proposed Joint Venture and Proposed Disposal do not require approval from the shareholders of Sunway.

13. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS

Insofar as the Directors are aware, none of the directors or major shareholders of Sunway or persons connected with them has any interest, whether direct or indirect, in the Proposed Joint Venture and Proposed Disposal.

14. STATEMENT BY THE BOARD OF DIRECTORS

The Board of Directors of Sunway is of the opinion that the Proposed Joint Venture and Proposed Disposal are in the best interests of Sunway.

15. DOCUMENTS AVAILABLE FOR INSPECTION

The SSA and SA are available for inspection at the registered office of Sunway at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 47500 Subang Jaya, Selangor Darul Ehsan during normal business hours (9.00 a.m. to 6.00 p.m.) from Monday to Friday (except public holidays) for a period of 3 months from the date of this announcement.

This announcement is dated 26 October 2018.