Entered Into Between the Company and Generasi Cipta Sdn Bhd

Naim Indah Corporation Berhad (“Nicorp” or “Company”) ANNOUNCEMENT RE: Heads of Agreement (“HOA”) entered into between the Company and Generasi Cipta Sdn Bhd

1. Introduction

The Company is pleased to announce that, it has on 9 February 2012 entered into a Heads of Agreement (“HOA”) with Generasi Cipta Sdn Bhd (“GENCIP”) for the proposed acquisition of 60% in Sagajuta (Sabah) Sdn Bhd (“Sagajuta”) for an indicative price of RM240,000,000.00 (“Purchase Price”) (“Proposed Acquisition”).

In addition, Nicorp intends to acquire the remaining 40% equity interest in Sagajuta that is not owned by GENCIP on similar terms as agreed between Nicorp and GENCIP. As at todate, GENCIP has already commenced negotiations with the remaining shareholders of Sagajuta. In this respect, an announcement regarding the acquisition of the remaining 40% equity interest in Sagajuta will be made to Bursa Malaysia Securities Berhad after the agreement(s) has been entered into in due course.

2. Information on GENCIP

GENCIP was incorporated on 20 June 2008 as a private limited company in Malaysia under the name of Generasi Cipta Sdn Bhd.

The principal activity of GENCIP is investment holding.

The authorised share capital of GENCIP is RM100,000 comprising 100,000 ordinary shares of RM1.00 each (“ GENCIP Shares ”), of which 10,000 GENCIP Shares have been issued and credited as fully paid-up.

The particulars of the directors and shareholders of GENCIP are as follows:

Information on directors:

Name

1. Datuk Raymond Chan Boon Siew 2. Tan Tiang Lai

Information on shareholders:

No. of Ordinary Shares Name of RM1.00 each % of Shareholdings Direct Indirect Direct Indirect 1. Anchor White Sdn. Bhd. 6,965 - 67.69% - Datuk Raymond Chan Boon Siew * - 6,965 67.69% Chu Li Tan * - 6,965 - 67.69%

Information on shareholders (continue) :

No. of Ordinary Shares Name of RM1.00 each % of Shareholdings Direct Indirect Direct Indirect 2. Bumivesa Sdn. Bhd. 940 - 9.14% - Irhas Putra Bin Rusli ** - 940 - 9.14% Faridah Liz Binti R. Mataram ** - 940 - 9.14% 3. Chen Siew Kim 592 - 5.75% - 4. Dominic Paul Lai Chee Ming 254 - 2.47% - 5. Mohd Nazifuddin Bin Mohd Najib 1,135 - 11.03% - 6. Tan Tiang Lai 296 - 2.88% - 7. Foo Ngee Kee 107 - 1.04% -

Note: * Deemed interest by virtue of their shareholdings in Anchor White Sdn. Bhd. pursuant to Section 6A of the Companies Act 1965. ** Deemed interest by virtue of their shareholdings in Bumivesa Sdn. Bhd. pursuant to Section 6A of the Companies Act 1965.

3. Information on Sagajuta

Sagajuta was incorporated on 15 May 1999 as a private limited company in Malaysia under the name of Tanasawit Sdn Bhd. Subsequently it changed its name to its current name, Sagajuta (Sabah) Sdn Bhd on 11 September 2000.

The principal activities of Sagajuta are property development and property investment holding.

The authorised share capital of Sagajuta is RM10,000,000 comprising 10,000,000 ordinary shares of RM1.00 each (“ Sagajuta Shares ”), of which 10,000,000 Sagajuta Shares have been issued and credited as fully paid-up.

The particulars of the directors and shareholders of Sagajuta are as follows:

Information on directors:

Name

1. Mohd Nazifuddin Bin Mohd Najib 2 Datuk Raymond Chan Boon Siew 3. Tan Tiang Lai

Information on shareholders:

No. of Ordinary No. of Ordinary Shares of RM1.00 Shares of RM1.00 Name each held % of Shareholdings each to be disposed

1. Generasi Cipta Sdn. Bhd. 6,000,000 60% 60% 2. Fantasy Choice Sdn. Bhd. 158,000 1.58% Under negotiation 3. Bumivesa Sdn. Bhd. 376,000 3.76% Under negotiation 4. Datuk Raymond Chan 871,000 8.71% Under negotiation Boon Siew 5. Then Siet Hua 189,000 1.89% Under negotiation 6. Foo Ngee Kee 43,000 0.43% Under negotiation 7. Tan Tiang Lai 118,000 1.18% Under negotiation 8. Wong Gee Ngen 338,000 3.38% Under negotiation 9. Chong Kit Han 237,000 2.37% Under negotiation 10. Chu Li Tan 677,000 6.77% Under negotiation 11. Ng Kian Huat 158,000 1.58% Under negotiation 12. Ng Tian Kang 158,000 1.58% Under negotiation 13. Adelene Wong Lee Hwa 67,600 0.68% Under negotiation 14. Dominic Paul Lai Chee 102,000 1.02% Under negotiation Ming 15. Francis Wong Liong Teck 237,000 2.37% Under negotiation 16. Mohd Nazifuddin Bin 270,400 2.70% Under negotiation Mohd Najib

Sagajuta is a 60%-owned subsidiary of GENCIP.

. The subsidiaries and associate company of Sagajuta and their principal activities are as follows :-

Name of company Percentage of the Principal activity(ies) issued and fully paid-up capital that are legally and beneficially owned by Sagajuta

1Borneo Ballroom Sdn Bhd 100% Ballroom operator

1Borneo Hotel Sdn Bhd 100% Hotel operator

1Borneo Management Management of property Corporation Sdn Bhd 100% complexes

1Borneo Seaworld Sdn Bhd 65% Aquaria operator

North-East Destiny Sdn Bhd 75% Car park operator

Sagajuta Properties (S) Sdn Bhd 100% Investment holding, property leasing and provision of management services

Name of company Percentage of the Principal activity(ies) issued and fully paid-up capital that are legally and beneficially owned by Sagajuta

Lagenda Erajuta Sdn Bhd 75% Property development, project management and turnkey contractor

Sagajuta Creative & Provision of advertisement and Communications Sdn Bhd 40% event organising services

Summary of Financial Figures of Sagajuta

Financial Year End (“FYE”) 31 December

Audited Unaudited Management Account 2008 2009 2010 2011 RM’000 RM’000 RM’000 RM’000 Revenue 297,611 192,143 128,779 191,673 Profit Before Tax (“PBT”) 62,960 20,608 40,657 12,195 Profit After Tax 35,983 6,029 14,644 11,086 Paid Up Capital 2,000 2,000 2,000 10,000 Shareholders Fund 109,507 115,547 110,192 121,333 Total Borrowings 111,496 120,248 122,988 177,507 Dividend - - 20,000 -

Decrease in revenue for year 2010 as compare to year 2009 due to decrease in revenue derived from property development. 1Borneo (Podium, 4 hotels, 2 residential condominium) were completed and fully recognised as at year 2009, whereas in year 2010 revenue was recognised for workdone in 1Sulaman & 1Borneo Tower C only.

The increase in PBT in year 2010 as compare to year 2009 due to the increase in other income, contributed by disposal of investment properties (“IP”) in year 2010 totalling to RM58 million whereas in year 2009 the disposal of IP totalling to RM25 million only.

Increase in revenue for year 2011 as compare to year 2010 due to the increase in revenue derived from property development (higher % of completion as compare to year 2010 for 1Sulaman).

The decrease in PBT in year 2011 as compare to year 2010 due to the decrease in other income. Disposal of IP in year 2011 amounting to RM9 million whereas in year 2010 amounting to RM58 million.

4. Salient terms of the HOA

4.1 Objectives

The objectives of the HOA is to set out the understanding between the Company and GENCIP on certain key matters and of their respective roles, in relation to the Proposed Acquisition as follows : -

(a) Confirm agreed key commercial terms; (b) Establish key principles that will form the basis of the Definitive Agreement; (c) Establish the responsibilities of each party; and (d) Establish a timeframe to establish the Definitive Agreement.

4.2 Key terms of the Definitive Agreement on the Proposed Acquisition

Both Nicorp and GENCIP have agreed that the terms and conditions of the Definitive Agreement shall have the following key terms:-

(a) The Purchase Price is based the estimated net tangible assets (“NTA”) of Sagajuta as at 31 December 2012 after adjusting for estimated revaluation surplus of 1 Borneo Hypermall to be conducted in due course.

The adjusted estimated NTA of Sagajuta as at 31 December 2012 is computed as follows:-

RM mil Estimated NTA as at 31 December 2012 174.7 Estimated revaluation surplus from 1 Borneo Hypermall 169.8 Adjusted estimated NTA as at 31 December 2012 344.5 x 60%

Adjusted estimated NTA for 60% equity interest in Sagajuta 206.7 Purchase Price 240.0

The justification for the premium in the Purchase Price over the adjusted estimated NTA is based on the future prospects of Sagajuta.

The Purchase Price will be satisfied by Nicorp via the issuance of:-

(i) such number of new ordinary shares at an issue price of RM0.10 per share; and (ii) such number of irredeemable convertible loan stocks (“ ICULS ”) of nominal value of RM0.10 to be issued at RM0.10 per ICULS;

after the Proposed Par Value Reduction. The number of new shares and ICULS to be issued in Nicorp shall be negotiated and agreed upon prior to the signing of the Definitive Agreement.

4.3 Conditions Precedent

This Proposed Acquisition is also based on the understanding that the Company will carry out the following proposals:

(i) A proposed reduction in par value from RM0.20 each ordinary share to RM0.10 each ordinary share in which the credit of RM70.2 million arising from the reduction of the par value shall be set-off against the unaudited accumulated losses of the Company of RM64.6 million as at 30 September 2011 (“ Proposed Par Value Reduction ”);

(ii) A proposed renounceable rights issues on the basis of one right share of RM0.10 per share (“Rights Shares”) for every one existing share of RM0.10 each together with two free warrants (“ Proposed Rights Issue ”) after the Proposed Par Value Reduction; and

(iii) A proposed private placement of 300 million new Nicorp ordinary shares of RM0.10 each to investors to be indentified (“ Placement Shares ”) on the basis that each Placement Share will also be attached with two free warrants (“ Proposed Private Placement ”) after the Proposed Par Value Reduction.

Pursuant to the HOA, the Company and GENCIP have agreed that the issue price for the consideration shares in relation to the Proposed Acquisition, Rights Shares, Placement Shares and the conversion price and/or the exercise price of the ICULS and warrants are fixed at the new par value of RM0.10.

Basis of arriving at the issue price of the RM 0.10.

(i) The par value of Nicorp after proposed capital reconstruction will reduce from RM0.20 to RM0.10. (ii) The share price of Nicorp for the past 52 months until 02 February 2012 was below RM0.10. (iii) Net asset value of Nicorp for the last audited account FYE 31 st December 2010 was RM0.11.

The Proposed Par Value Reduction, Proposed Rights Issue, Proposed Private Placement and Proposed Acquisition is collectively referred to as the Proposals. The Proposed Par Value Reduction, Proposed Rights Issue, Proposed Private Placement and Proposed Acquisition are inter-conditional.

The Proposals shall be subject to all the approvals from shareholders of the Company and relevant authorities.

4.4 Duration of the HOA

This HOA is non-binding and shall be effective from 9 February 2012 (“Effective Date”) and continue to be in full force until the earlier occurrence of the following events:-

(a) 10 months from the Effective Date; (b) any earlier date to be mutually agreed in writing; or (c) when superseded by the terms of the Definitive Agreement.

4.5 Exclusivity

(a) On and from the Effective Date:-

(i) the Company must immediately terminate any discussions between itself with any other third party (“ Company’s Third Party Negotiations” ) currently taking place and shall not enter into any newCompany’s Third Party Negotiations at all times during the duration of HOA, in relation to any material acquisition or disposal of assets of the Company; and

(ii) GENCIP must immediately terminate any discussions between itself with any other third party (“ GENCIP’s Third Party Negotiations” ) currently taking place in relation to the Proposed Acquisition and GENCIP shall use its best endeavours to procure the remaining shareholders to sell the remaining 40% of shares in Sagajuta subject to all the similar terms offered to GENCIP in this HOA prior to the signing of the Definitive Agreement,

(The Company’s Third Party Negotiations and GENCIP’s Third Party Negotiations shall hereinafter collectively be referred to as the “Third Party Negotiations”).

(b) Both the Company and GENCIP mutually agreed that for a period of ten (10) months from the date of this HOA or such later date as mutually agreed in writing between the parties (“ Exclusivity Period ”), the parties herein shall not directly or indirectly:

(i) participate in any Third Party Negotiations;

(ii) seek, encourage or respond to any approach that might lead to Third Party Negotiations;

(iii) enter into any letter of intent, memorandum of understanding, heads of agreement, agreement or other document or arrangement pursuant to any Third Party Negotiations; or

(iv) disclose any information about the Proposed Acquisition to a party that wishes to enter into Third Party Negotiations.

(c) The Company must ensure that its employees, agents and advisers comply with the undertakings in the HOA during the Exclusivity Period.

(d) The Company acknowledge that GENCIP will incur significant costs, fees and expenses by relying on the HOA and that in the event the Company breach this HOA it must (without prejudice to any other remedies the other party may have) indemnify GENCIP for all costs, fees and expenses incurred in connection with the costs incurred in relation to the Proposed Acquisition, including but not limited to the costs of preparing and negotiation of this HOA and other documents connected with the Proposed Acquisition.

5. Rationale for the Proposals

(1) The Proposed Rights Issue is for the following reasons:-

(i) provides an opportunity for the entitled shareholders to increase their equity participation in Nicorp through the subscription of the Rights Shares and Warrants, and correspondingly in the prospects and future growth of the Nicorp group;

(ii) to raise immediate funds for Nicorp without incurring interest costs as compared to other means of financing such as through bank borrowings or the issuance of debt instruments;

(iii) the Rights Shares together with Warrants will mitigate the immediate substantial dilutive impact on the earnings per Share of Nicorp, which would otherwise arise from a full equity issue, as the Warrants are expected to be exercised over a period of time; and

(iv) the Warrants, which are attached to the Rights Shares are intended to provide an added incentive to the Entitled Shareholders to subscribe for their Rights Shares. They would also enable the Entitled Shareholders to benefit from the future growth of the Company and any potential capital appreciation arising from the exercise of the Warrants, depending on the future performance of Nicorp Shares.

(2) The Proposed Private Placement is intended to raise additional funding for the group without requiring the existing shareholders of Nicorp to inject additional capital.

(3) The Proposed Acquisition is intended to introduce a new profit making core asset into Nicorp which is into property development and is expected to compliment Nicorp’s existing property holding and property development business.

6. Utilisation of Proceeds from the Proposed Rights Issue and Proposed Private Placement

The Proposed Rights Issue and Proposed Private Placement is expected to raise approximately RM100.0 million assuming the Rights Share and Placement Shares are issued at RM0.10 per share. The gross proceeds from the Proposed Rights Issue and Proposed Private Placement are intended to be utilised as follows :-

Timeframe for RM million Utilisation Repayment of bank borrowings of the enlarged Nicorp Group * 80.0 6 months Working Capital 16.0 24 months Estimated expenses 4.0 1 month 100.0

Note: * Total borrowings of the enlarged Nicorp Group will amount to RM197.4 million upon completion of the Proposals.

7. Effect of Proposals

7.1 Issued and paid-up share capital

The Proposals will have effect on the issued and paid-up share capital of Nicorp if the Proposals are implemented as per item 4.3 above.

7.2 Substantial shareholders’ shareholdings

The Proposals will have effect on substantial shareholders’ shareholdings in the Company if the Proposals areimplemented as per item 4.3 above.

7.3 Earnings and earnings per share (“EPS”)

The Proposals will not have any effect on Nicorp’s consolidated earnings and EPS for the financial year ending 31 December 2012 in view that the Proposals are expected to be completed by first quarter of 2013.

7.4 Net assets and gearing

The Proposals will not have effect on Nicorp’s consolidated net assets for the financial year ending 31 December 2012 in view that the Proposals are expected to be completed by first quarter of 2013.

The Proposals will result in an increase in gearing of Nicorp Group from 0.26 times to 0.47 times based on Nicorp’s latest consolidated audited financial statements for the financial year ended 31 December 2010.

8. Liabilities to be assumed

No liabilities, including contingent liabilities and guarantees will be assumed by Nicorp arising from the Proposals.

9. Proposed Exemption

Upon completion of the Proposed Acquisition, GENCIP and persons connected to GENCIP (“PACs”) would collectively acquire more than 33% of voting interest in NICORP resulting in GENCIP and the PACs being obligated to undertake a mandatory general offer for all the remaining NICORP Shares not already held by GENCIP and the PACs pursuant to Part III of the Malaysian Code on Take Over and Merger 2010 (“Code”)

GENCIP and the PACs do not intend to undertake a mandatory general offer to acquire all the remaining NICORP Shares not already held by them upon completion of the Proposed Acquisition. In this regard, they shall seek an exemption from the Securities Commission from the obligation to undertake the said mandatory general offer under Paragraph 16.1 (a) of Practice Note 9 of the Code.

10. Highest Percentage Ratio Applicable To The Proposed Acquisition

The Proposed Acquisition will exceed 100% of the percentage ratios pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”).

11. Advisers

Advisers will be appointed for the Proposals by the Board before the execution of the Definitive Agreement.

12. Directors’ and Major Shareholders’ Interests

None of the Directors and Major Shareholders of Nicorp and/or persons connected to them have any interest, direct or indirect, in the Proposed Acquisition except for the major shareholder and persons connected to him, namely Dato’ Raymond Chan Boon Siew and Ng Kian Huat holding 12.11% and 3.99% of the shares in the Company respectively.

13. Directors’ Statement

Nicorp’s Board, having considered and deliberated on all aspects of the Proposals is of the opinion that the Proposals is in the best interest of Nicorp Group.

14. Significant change in the business direction or policy of NICORP

The proposed Acquisition is not expected to result in any significant change in the business direction or policy of Nicorp.

15. Document available for inspection

The HOA will be available for inspection at the registered office of Nicorp at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur during normal business hours from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement.

A detailed announcement of the Proposals as per the Main Market Listing Requirements will be made upon finalization of the terms and conditions of the Proposals and the execution of the Definitive Agreement.

Meanwhile, shareholders of the Company and potential investors are advised to exercise caution when dealing in the Company’s shares, as there is no certainty that the Proposals may proceed or may result in a binding agreement.

This announcement is dated 10 February 2012.

Attachments:-

Details of the Development Projects in Hand by Sagajuta Group

Name of Project 1Sulaman Project 1Gateway Project

Details The Project is the proposed The project is Cadangan Pembangunan mixed development consist of Komersial Bercampur bagi mendirikan : 68 units of 2 storey shoplexes, Parcel 2&3 – 2 tingkat ‘Duplex Shoplex’ 3 storey anchor lot, 1 block of (115 unit) & 1 tingkat shoplex (10 unit); 24 storey condominiums Parcel 4&5 – 3 tingkat ke 6 tingkat kedai (1008 units), 1 level common pejabat (139 unit); Parcel 6 – 1 tingkat facilities with 4 storey ‘Anchor Lot’ (2 unit); Parcel 7 – 29 tingkat carparking called Platinum Menara Hotel; Parcel 8 – 32 tingkat Menara Tower on PARCEL 1, 9 units Pejabat; Parcel 9 – 2 tingkat pawagam (1 of 3 storey wisma office block unit) & 1 tingkat Ballroom (1 unit); Parcel 10 on PARCEL 2, and 8 units of – 1 tingkat kiosk kos rendah dengan tempat 2 storey shoplexes, with 1 letak kereta di basement 1, basement 2 dan block of 28 storey medium tingkat bawah 1 di atas Lot 6879-6890, cost apartment (950 units) 10293-10304, Mukim Klang, Daerah Klang, with 1 level common facilities Sleangor Darul Ehsan (“1Gateway Project”) podium and 5 level of car parking floors called Gold Tower on PARCEL 3 at lot CL 015080145 & 015026392 Jalam Sulaman, District of Kota Kinabalu, Kuala Menggatal (“1Sulaman Project”).

Name of Project Owner Sagajuta (Sabah) Sdn Bhd Lagenda Erajuta Sdn. Bhd.

Gross Development Value RM 500 million RM 500 million

Commencement Date October 2009 March 2012 (Expected Date)

Expected Completion Date October 2014 March 2016

Details of the Construction Projects in Hand by Sagajuta Group

1Likas Project Name of Project (Turnkey Contract)

Details The project is the proposed mixed development consists of 1-storey basement car park & 1-storey semi-basement shop, 8-storey podium consisting of 2-storey shop/office, 1-storey boutique hotel/shop/office 5-storey hotel/banquet/office/car park, 2 blocks of 30-storey service suites (Towers A & B), 13-storey shop/office block (Menara SEC), 25-storey service suites (Tower C) and 16- storey hotel block on Lot TL 017546879 at Teluk Likas, Kota Kinabalu (“1Likas Project”).

Name of Project Owner Gandingan Erajuta Sdn. Bhd.

Contract Value RM776 million

Expected Commencement Date July 2012

Expected Completion Date July 2016

Details of Assets Owned by Sagajuta

Name : 1Borneo Hypermall Postal Address : G600A, Ground Floor, 1Borneo Hypermall, Jalan Sulaman, 88400 Kota Kinabalu, Sabah. Brief Description : Shopping Mall Existing use : Commercial Approximate Age of Building : 4 years Terms of tenure : Leasehold with 91 years to go. Net book value : RM136,957,760.00