Closing price of NCB at the end of business trade of RM4.00 as at 14 July 2015, which entails of a premium of approximately 9.25%;

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1 ( MMC OR THE COMPANY ) OF 42,677,600 ORDINARY SHARES OF RM1.00 EACH REPRESENTING APPROXIMATELY 9.08% ORDINARY EQUITY INTEREST IN NCB HOLDINGS BERHAD BY MMC VENTURES SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF MMC, FROM KUMPULAN WANG PERSARAAN (DIPERBADANKAN) FOR A CASH CONSIDERATION OF RM MILLION OR RM4.37 PER PURCHASE SHARE 1. INTRODUCTION Pursuant to Paragraph of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Malaysia ), MMC wishes to announce that its wholly-owned subsidiary, MMC Ventures Sdn Bhd ( MMCV or Purchaser ), had today entered into an Agreement for Sale and Purchase of Shares ( SPA ) with Kumpulan Wang Persaraan (Diperbadankan) ( KWAP or Vendor ) for the acquisition of 42,677,600 ordinary shares of RM1.00 each representing approximately 9.08% ordinary equity interest in NCB Holdings Berhad ( NCB ) ( Purchase Share(s) ), for a cash consideration of RM million or RM4.37 per Purchase Share ( Purchase Consideration ) via an off-market Direct Business Transaction ( DBT ) ( Acquisition ). 2. DETAILS OF THE The Acquisition entails the acquisition by MMCV of 9.08% ordinary equity interest in NCB, for a cash consideration of RM million, subject to the terms and conditions of the SPA. 2.1 Basis of Purchase Consideration and mode of payment The consideration of RM4.37 per Purchase Share was arrived at on a willing buyer-willing seller basis after taking into consideration, among others, the following: (a) (b) (c) Closing price of NCB at the end of business trade of RM4.00 as at 14 July 2015, which entails of a premium of approximately 9.25%; Commercial negotiations carried out on an arm s length basis at the relevant point in time; and Potential benefits to accrue from the Acquisition, details of which are set out in Section 4 of this announcement. The payment of the Purchase Consideration shall be effected by participating organisation (as defined in the Bursa Malaysia Rules) no later than three (3) business or market days after the conclusion of the off-market DBT and in accordance with the rules and regulations of the Bursa Malaysia applicable to transactions of similar nature. 2.2 Information on NCB NCB is a company incorporated in Malaysia with its registered address at Headquarter s Building, Jalan Pelabuhan, North Port, Port Klang, Selangor Darul Ehsan. NCB was incorporated on 8 January 1999 and its principal activities are investment holding and the provision of management services to its subsidiaries. Through its subsidiaries, NCB operates a port and provides haulage, freight forwarding, ancillary services and shipping services. As at 31 March 2015, the authorised share capital of NCB is RM1,000,000,000 comprising 1,000,000,000 ordinary shares of RM1.00 each of which RM470,253,000 comprising 470,253,000 ordinary shares of RM1.00 each are fully paid-up.

2 Page 2 of 7 Based on the audited financial statements of NCB Group for the financial year ended ( FYE ) 31 December 2014, the consolidated profit after tax ( PAT ) and consolidated net assets ( NA ) of NCB is RM27.86 million and RM1, million, respectively. 2.3 Information on MMCV MMCV is a wholly-owned subsidiary of MMC and was incorporated on 26 September As at 30 June 2015, the authorised share capital of MMCV is RM100,000 comprising 100,000 ordinary shares of RM1.00 each and the current issued and paid-up capital is RM2.00 comprising of 2 ordinary shares of RM2.00. MMCV is principally an investment holding company. MMCV does not have any subsidiary or associate company. 2.4 Information on KWAP KWAP was established in Malaysia on 1 March 2007 under the Retirement Fund Act, 2007 (Act 662) replacing the repealed Pensions Trust Fund Act, 1991 (Act 454). With the incorporation of KWAP, all powers, functions, activities, assets and liabilities of the Pension Trust Fund were taken over in totality by KWAP. Its correspondence address at Aras 4, 5 & 6, Menara Yayasan Tun Razak, 200, Jalan Bukit Bintang, Kuala Lumpur. The objective of KWAP is to manage the fund established under Section 13 of Retirement Fund Act 2007 (Act 662) (the Fund ) towards achieving optimum returns on its investments. The Fund shall be applied towards assisting the Federal Government in financing its pension liability. The functions of KWAP are as follows: Management of contributions from the Federal Government, statutory bodies, local authorities and other agencies; and Administration, management and investment of the Fund in equity, fixed income securities, money market instruments and other forms of investments as permitted under the Retirement Fund Act 2007 (Act 662). 2.5 Source of Funding The Purchase Consideration to be paid by MMC will be funded by internally generated funds. 2.6 Liabilities to be assumed There are no liabilities, including contingent liabilities or guarantees to be assumed by MMCV pursuant to the Acquisition.

3 Page 3 of Salient terms of the SPA The salient terms of the SPA are as follows: (a) Sale and purchase of the securities Subject to the terms of the SPA, the Purchaser shall purchase, and the Vendor shall sell with full legal and beneficial title free from any encumbrance to the Purchaser, the sale securities at the purchase price of RM million representing a purchase price of RM4.37 per Purchase Share. The obligations of the Purchaser under the SPA are to purchase and pay for the Purchase Shares, which shall be fully discharged upon payment of an amount equal to the Purchase Consideration in accordance with the terms of the SPA. (b) Completion The settlement shall be effected as follows: The Vendor will take all steps required to transfer the Purchase Shares by way of a DBT conducted in accordance with the Bursa Malaysia Rules no later than the completion date (third (3rd) business day immediately following the trade date, i.e. execution of the SPA) into such securities account maintained with a participating organisation (as defined in the Bursa Malaysia Rules) ( Participating Organisation ) by either the Purchaser or a nominee of the Purchaser as may be notified by the Purchaser to the Vendor by no later than the trade date. Against compliance by the Vendor with its obligations pursuant to Section 2.7(b) above, the Purchaser shall on the completion date make or procure the making of payment to the Vendor (acting through its settlement agent) of the Purchase Consideration in Ringgit Malaysia by same day value credit in clear funds and without deduction or set off. (c) Termination Either party may terminate the SPA by giving immediate written notice to the other party upon the failure by such other party to comply with any of its material obligations hereunder before a DBT is reported to Bursa Malaysia by the Participating Organisations representing the parties pursuant to the SPA and such failure, if capable of remedy, is not cured within a period of one (1) business day after receipt of notice from the party requesting it be remedied. Upon such termination, the parties shall have no further obligations or liability to each other save in respect of any antecedent breaches. No party may terminate the SPA after a DBT is reported to Bursa Malaysia by the Participating Organisations representing the parties pursuant to the SPA but the inability to terminate the SPA shall be without prejudice to a party s right to recover damages for any antecedent breaches of the other party.

4 Page 4 of 7 (d) Specific performance The parties agree that the Purchaser shall be entitled to specific performance of the SPA upon a breach of any of the terms of the SPA by the Vendor. 3. RATIONALE FOR THE The Acquisition is in line with the initiative of the MMC Board of Directors to make further strategic investment in MMC s core business, i.e. Ports and Logistics division, to strengthen MMC and its subsidiaries ( MMC Group or the Group ) s financial position. It is also expected that the Acquisition would contribute positively to the future earnings of the Group. In addition, the Acquisition will bode well for MMC Group in its effort to maintain its position as a key player in the ports industry in Malaysia. Upon completion of the Acquisition, MMC s interest in NCB, via MMCV, will increase from approximately 21.05% to approximately 30.13%. 4. PROSPECT OF NCB Northport (Malaysia) Berhad ( Northport ) Northport is charting a long-term positive earnings growth over its concession period (i.e. another 30 years until 2044) in view of: rising intra-asia and intra-asean trade; Northport s improving connectivity and efficiencies; and (iii) spill-over volume from Westports (i.e. a port located at Pulau Indah, Port Klang, Selangor Darul Ehsan) given Westports tight capacity (i.e. high utilisation level of 80% presently and its space for expansion could be exhausted by 2020). Northport has plans to attract more main and regional shippers by enhancing its connectivity (i.e. adding Asia-Europe services) in the medium-term. Presently, Northport s connectivity mainly lies in intra-asia and does not have connectivity to Europe as vessels used for the Asia- Europe lane are usually larger in size. Northport currently does not have the capability in handling such large vessels. As such, Northport plans to upgrade its Berth 8 by end-2015 and completion of the upgrading works are slated in Together with Berth 8A (completed in 2013), the combined Berth 8 and Berth 8A will have a total length of 563 meters and depth alongside 17 meters, meeting the prerequisites of large vessels (i.e. 19,000 twenty-foot equivalent unit ( TEU ) s sized vessel which has a length of approximately 400 meters). Upon the completion of Berth 8 construction, Northport s total annual container handling capacity will be increased by approximately 11% to 6.2 million TEUs (from 5.6 million TEUs presently). (Source: Research Report by Maybank IB Research dated 26 June 2015) Kontena Nasional Berhad ( KN ) KN has gone through various restructuring exercises and a change in its senior management since 2014.

5 Page 5 of 7 KN s strategies in turning around its business going forward include: optimising its internal efficiency which involves internal administrative processes and monitor charges to/from customers; tendering for contracts with net margins of at least 10%, providing a buffer for any margin of errors; (iii) improving asset utilisation levels (prime mover: 75% presently, warehouses: 85% presently) by getting more logistics contracts. KN is also in the midst of renting out its vacant lands in Kuantan, Pahang Darul Makmur and Johor Darul Ta zim, adding rental income to the company; and (iv) targeting good paymasters to shorten receivables time. (Source: Research Report by Maybank IB Research dated 26 June 2015) 5. RISK FACTORS IN RELATION TO THE Competitive landscape for the ports industry Northport will face competition from other ports in the region. Other competitors in the industry may have proven track record, greater resources and market presence as compared to Northport and therefore, may in some instances, be better positioned than the company to compete and win contract. There is no assurance that Northport will be able to withstand competition from other competitors in the market and gain market share. Competitive landscape for the logistics industry In view of the competitive landscape for the logistics industry, cost management for all logistics contracts is crucial. Although the management is relatively hands-on, the execution is crucial in ensuring that the logistics contracts are matched with the targeted costs. (iii) Dependency on global economic, financial and political conditions The financial performance of NCB is dependent on worldwide trade volumes as well as import and export trade volumes in the region the company is operating. The volumes are significantly affected by changes in economic, financial and political conditions that are beyond the company s control, including sanctions, boycotts and other measures as a result of trade barriers, trade disputes and acts of war, hostilities, terrorism, natural disasters and/or epidemic. (iv) Investment risk The Acquisition will further enhance MMC Group s involvement in ports industry. However, it will also expose the Group to risk, among others, on global economic, financial and political conditions as well as fluctuations in shipping industry and customer demand. There is no assurance that the anticipated benefits of the Acquisition will be realized. (v) Completion risks In the event the Acquisition fails to be completed by the completion date or there is a breach of any material terms of the SPA, the SPA may be terminated. MMC will monitor the status and progress of the Acquisition and procure MMCV to meet and fulfil all the terms pursuant to the SPA.

6 Page 6 of 7 6. FINANCIAL EFFECTS FROM THE 6.1 Share Capital and Substantial Shareholders Shareholdings The Acquisition will not have any effect on the issued and paid-up share capital and the shareholdings of the substantial shareholders of MMC. 6.2 Earnings and Earnings per share ( EPS ) The Acquisition is expected to contribute positively to the consolidated earnings and EPS of MMC in the future through its shareholdings in NCB. 6.3 Net assets ( NA ) and Gearing The Acquisition is not expected to have any material effect on the audited consolidated NA per share and consolidated gearing of MMC for the financial year ending APPROVALS REQUIRED The Acquisition is not subject to the approval of MMC s shareholders or any regulatory authorities. 8. MAJOR SHAREHOLDERS AND DIRECTORS INTEREST None of the major shareholders and Directors of MMC and/or persons connected with them have any interest, direct or indirect in the Acquisition. 9. STATEMENT BY THE BOARD OF DIRECTORS The Board of Directors, after having considered all aspects of the Acquisition, is of the opinion that the Acquisition is in the best interest of the Company. 10. PERCENTAGE RATIOS UNDER PARAGRAPH 10.02(G) OF THE LISTING REQUIREMENTS MMCV had completed two tranches of acquisitions of NCB shares recently, details of which are as set out below: (a) (b) On 2 December 2014, MMCV has completed the acquisition of 73,991,679 ordinary shares of RM1.00 each representing approximately 15.73% ordinary equity interest in NCB from MISC Berhad for a cash consideration of RM million or RM3.00 per share ( Transaction 1 ); and On 19 June 2015, MMCV has completed the acquisition of 25,000,000 ordinary shares of RM1.00 each representing approximately 5.32% ordinary equity interest in NCB from Lembaga Pelabuhan Kelang (Port Klang Authority) for a cash consideration of RM86.25 million or RM3.45 per share ( Transaction 2 ).

7 Page 7 of 7 Pursuant to Paragraph of the Listing Requirements, Transactions 1 and Transaction 2 have been aggregated with the Acquisition to determine the obligations that are applicable. The highest aggregate percentage ratio pursuant to Paragraph 10.02(g) of the Listing Requirements is 6.88% based on the audited consolidated financial statements of MMC for the FYE 31 December 2014 as well as market capitalisation of MMC. The total consideration paid for the three transactions are RM million. 11. ESTIMATED TIMEFRAME FOR COMPLETION Barring unforeseen circumstances, the Acquisition is expected to be completed by the fourth week of July DOCUMENTS FOR INSPECTION The SPA in the relation to the Acquisition is available for inspection at the Company s registered office at Ground Floor, Wisma Budiman, Persiaran Raja Chulan, Kuala Lumpur during normal business hours (from 8:30a.m. to 5:30p.m.), from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This Announcement is dated 15 July 2015.