MALAYSIAN RESOURCES CORPORATION BERHAD (“MRCB” OR THE “COMPANY”) MANAGEMENT CONTRACT BETWEEN KWASA SENTRAL SDN BHD, A 70%-OWNED SUBSIDIARY OF MRCB (“KSSB”), AND MRCB LAND SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF MRCB (“MRCB LAND”), FOR THE APPOINTMENT OF MRCB LAND AS THE MANAGEMENT CONTRACTOR IN CONNECTION WITH THE DEVELOPMENT AND CONSTRUCTION OF A MIXED DEVELOPMENT IDENTIFIED TO BE THE TOWN CENTRE OF THE KWASA DAMANSARA TOWNSHIP, ON A PIECE OF LAND OWNED BY KSSB MEASURING 64.30 ACRES KNOWN AS MX-1, HELD UNDER HSD 315671, LOT NO. PT50854, MUKIM SUNGAI BULOH, DAERAH PETALING, SELANGOR DARUL EHSAN, FOR A PROVISIONAL TOTAL PROJECT SUM OF RM7,461,991,606 (“PROPOSED CONSTRUCTION”) 1. INTRODUCTION On behalf of the Board of Directors of MRCB (“ Board ”), RHB Investment Bank Berhad (“ RHB Investment Bank ”) wishes to announce that MRCB Land had on 22 March 2018 entered into a management contract with KSSB (“Employer ”), for the appointment of MRCB Land as the Management Contractor in connection with the development and construction of a mixed development identified to be the town centre of the Kwasa Damansara Township, on a piece of land owned by KSSB measuring 64.30 acres known as MX-1, held under HSD 315671, Lot No. PT50854, Mukim Sungai Buloh, Daerah Petaling, Selangor Darul Ehsan (“ Development ”), for a provisional total project sum of RM7,461,991,606 (“ Provisional Total Project Sum ”) (“ Management Contract ”). (KSSB and MRCB Land shall hereinafter be collectively referred to as the “ Parties ” and “ Party ” shall be construed accordingly). 2. DETAILS OF THE PROPOSED CONSTRUCTION 2.1 Background of the Development The Development, which will span approximately 12 years from 2018 to 2030, is expected to be a residential and commercial hub with a plot ratio of 1 to 3.5, of which 60% is designated for commercial use and the remaining 40% is designated for residential use. The Development is expected to comprise ten (10) separate development plots (“ Plots ”), which consist of six (6) blocks of office tower, two (2) blocks of hotel, one (1) block of wellness centre, three (3) retail blocks, fifteen (15) residential blocks and recreational facilities. An outline of the types of development to be carried out on each of the Plots is set out below:- (a) Plot A: Shopping mall, service apartment, hotel and office tower; (b) Plot B: Hotel, wellness centre, office towers and shopping mall; (c) Plot C: Small office/home office (“ SOHO ”) apartments, shop office and office towers; (d) Plots D1, D2, E1, E2, F and G: Service apartments; and (e) Plot H: Recreational facilities. Based on the Management Contract, the total estimated gross development cost (“ GDC ”) for the Development is RM8,550,517,736. 1 For information purposes, the location map for the Development is as follows:- (Source: Management of MRCB) Notes:- (1) Plot C8, a piece of land owned by Kwasa Utama Sdn Bhd, a company which the Employees Provident Fund Board (“ EPF ”) has 100% effective equity interest in (“ KUSB ”), measuring 29.82 acres, for which MRCB Land had been appointed as the management contractor for the development and construction of a commercial development named Kwasa Utama. (2) Majlis Bandaraya Petaling Jaya (MBPJ) area of the Kwasa Damansara Township, for which MRCB Builders Sdn Bhd, a wholly-owned subsidiary of MRCB (“ MRCB Builders ”), had been appointed as the project delivery partner (“ PDP ”) for the construction and completion of common infrastructure. 2.2 Provision of services by MRCB Land (a) Pursuant to the terms and conditions of the Management Contract, MRCB Land’s role as the Management Contractor shall entail the following:- (i) to construct financial models as a basis for planning the Development, which comprises the preparation of an initial feasibility study for the concept and composition of the Development (“Concept Plan ”) (“ Initial Feasibility Study ”) and an Updated Feasibility Study (as defined in Section 2.6.2(a)(ii) of this Announcement) (“ Feasibility Study Preparation Services ”); (ii) to provide sales and marketing consultancy to the Employer on an exclusive basis for the buildings to be developed as part of the Development in accordance with the Concept Plan (“ Sales and Marketing Consultancy ”); (iii) to provide project management services for the Development as a whole and for each Plot (“ PM Services ”) and facilitate the Employer on a best endeavour basis in obtaining all authority and statutory approvals required for the Development as a whole and specifically for each Plot (“ Regulatory Services ”) (collectively “ PMR Services ”); and (iv) to provide, among others, planning, design, construction as well as testing and commissioning of the works for each Plot, details of which shall be set out in the individual EPCC Contracts (as defined herein) (“ EPCC Works ”). 2 The services described in subparagraphs (i) to (iv) above are collectively referred to as the “Services ”. (b) MRCB Land shall appoint MRCB Builders, or any subsidiary of MRCB, as the contractor (“ Contractor ”) for the provision of EPCC Works for one or more Plots, on terms and conditions set out in the EPCC contract(s) to be executed between the Contractor and the Management Contractor (“ EPCC Contract(s) ”). (c) The Management Contractor shall directly appoint consultants for the Development in accordance with MRCB’s procurement procedure, and shall have the right to novate all of the appointments to the Contractor at the Management Contractor’s discretion. (d) If the Employer requires the Management Contractor to perform any design works for the Development falling outside the scope of the EPCC Contract(s) and the Services, the Employer shall propose the terms and conditions for the said design works including the proposed scope for the said design works and additional fees to be paid to the Management Contractor, which is subject to mutual agreement between the Parties. 2.3 Provisional Total Project Sum The Provisional Total Project Sum amounting to RM7,461,991,606, which will be payable by KSSB to MRCB Land in cash, shall include the following:- (a) provisional contract costs of RM6,913,726,969 (“ Contract Costs ”) (“ Provisional Contract Costs ”) comprising the following (all of which are inclusive of goods and services tax (“ GST ”)):- (i) contract sum under the EPCC Contract(s) for all Plots of the Development which shall include the cost of the EPCC Works (excluding Professional Fees (as defined in Section 2.3(a)(ii) of this Announcement) (“ EPCC Contract Sum ”); (ii) fees payable to the consultants engaged for the EPCC Works by the Management Contractor pursuant to the terms of the relevant letters of appointment (“ Professional Fees ”); (iii) expenses payable for the Sales and Marketing Consultancy under the Management Contract (“ Sales and Marketing Consultancy Expenses ”); and (iv) the office overhead and administrative expenses incurred by the Management Contractor, in connection with managing the Development on behalf of the Employer (“ Office Overhead and Administrative Expenses ”); and (b) provisional management contract fees of RM548,264,637 (“ Management Contract Fees ”) (“ Provisional Management Contract Fees”) (inclusive of GST) comprising the following:- (i) PMR Services fee; (ii) Feasibility Study Preparation Services fee; and (iii) Sales and Marketing Consultancy fee. 3 The breakdown of the GDC components as set out in the Management Contract as well as the components making up the Provisional Total Project Sum are as follows:- Provisional Total Project Sum payable to MRCB Basis for the amount payable GDC components Estimated GDC Land to MRCB Land (1) (RM) (RM) Land cost 826,231,465 - - Authority and Statutory 156,294,665 (2) - - Charges Financing cost 106,000,000 - - Subtotal 1,088,526,130 - Provisional Contract Costs (inclusive of GST) (i) EPCC Contract Sum 6,011,333,286 (3) 6,011,333,286 Lump sum, to be determined based on the final account provisions of the EPCC Contract(s) (ii) Professional Fees 480,906,663 (4) 480,906,663 To be based on the actual costs incurred (iii) Sales and Marketing 211,090,355 (5) 211,090,355 To be based on the actual costs Consultancy Expenses incurred (iv) Office Overhead and 210,396,665 (6) 210,396,665 To be based on the actual costs Administrative incurred Expenses Subtotal 6,913,726,969 6,913,726,969 Provisional Management Contract Fees (i) PMR Services fee • EPCC Contract 300,566,664 300,566,664 To be based on 5% of final Sum EPCC Contract Sum • Professional Fees 24,045,333 24,045,333 To be based on 5% of actual Professional Fees • Regulatory Services 7,814,733 7,814,733 To be based on 5% of actual Authority and Statutory Charges paid by the Employer (ii) Feasibility Study 100,000 100,000 (i) Initial Feasibility Study: Preparation Services A fixed fee of fee RM100,000 (ii) Updated Feasibility Study: A minimum rate of RM20,000 per month 4 Provisional Total Project Sum payable to MRCB Basis for the amount payable GDC components Estimated GDC Land to MRCB Land (1) (RM) (RM) (iii) Sales and Marketing 184,704,060 184,704,060 (7) To be based on actual costs Consultancy fee incurred and calculated in the following manner:- (a) Two (2) months of net rental (being gross rental excluding the leased building’s service charge) of the lease should the Management Contractor successfully secure a lessee and the lessee signs an agreement for the Employer to lease a building in a Plot; or (b) 1.75% of gross development value (“ GDV ”) (being proceeds of the sale of such part of the Development) should the Employer sell a part of the Development and the buyer is secured by the Management Contractor (iv) GST 31,033,847 31,033,847 The prevailing GST rate of 6% is subject to change, as may be implemented by the Government of Malaysia from time to time Subtotal 548,264,637 548,264,637 Grand total 8,550,517,736 7,461,991,606 Notes:- (1) The basis for the amount payable to MRCB Land was commercially negotiated between the Parties and MRCB Land deems it to be reasonable.