MMC CORPORATION BERHAD ( MMC OR COMPANY )

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1 ( MMC OR COMPANY ) PROPOSED ACQUISITION OF 7,000 ORDINARY SHARES OF RM1.00 EACH REPRESENTING 70.0% ORDINARY EQUITY INTEREST AND 4,990,000 IRREDEEMABLE CONVERTIBLE CUMULATIVE PREFERENCE SHARES OF RM1.00 EACH IN KMB SEAPORT SDN BHD BY MMC CORPORATION BERHAD OR ANY OF ITS SUBSIDIARIES, FROM SEAPORT MANAGEMENT SERVICES SDN BHD FOR A CASH CONSIDERATION OF RM21.0 MILLION ( PROPOSED ACQUISITION ) 1. INTRODUCTION The Board of Directors ( Board ) of MMC wishes to announce that MMC had on 13 January 2017, entered into a conditional Share Sale and Purchase Agreement ( SPA ) with Seaport Management Services Sdn Bhd ( Seaport Management or the Vendor ) to acquire 7,000 ordinary shares of RM1.00 each ( Ordinary Shares ) representing 70.0% ordinary equity interest and 4,990,000 irredeemable convertible cumulative preference shares of RM1.00 each ( ICCPS ) in KMB Seaport Sdn Bhd ( KMB Seaport ) (collectively, KMB Shares ) by MMC (the Purchaser ) or any of its subsidiaries, from Seaport Management for a cash consideration of RM21.0 million ( Purchase Consideration ) subject to the terms and conditions contained in the SPA. The Proposed Acquisition is deemed as a related party transaction pursuant to Chapter 10 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Malaysia ) ( Listing Requirements ). Please refer to Section 12 of this announcement for the details on the interests of the directors, major shareholders and/or person connected with them. 2. DETAILS OF THE PROPOSED ACQUISITION 2.1 Details of the Proposed Acquisition The Proposed Acquisition entails the acquisition by MMC of the KMB Shares from Seaport Management at the Purchase Consideration to be satisfied entirely by cash in accordance with the SPA. Under the SPA, MMC has the right to nominate any of its subsidiaries to hold the KMB Shares Basis and justification of the Purchase Consideration The Purchase Consideration was arrived at on a willing buyer-willing seller basis after taking into consideration the following: (i) Valuation of an estimated range of fair market value of KMB Seaport between RM27.6 million to RM33.8 million ( Valuation ), as appraised by Grant Thornton Consulting Sdn Bhd ( GT ) via its valuation letter dated 28 October 2016 ( Valuation Letter ). In undertaking the Valuation: GT is of the opinion that earnings capitalisation approach is a more appropriate methodology in deriving the indicative value after due consideration of various factors, including the purpose of the valuation, nature of business, the availability of the previous operators financial information and the limitations of financial and cash flow projections. This is also backed by the fact that similar operating assets will be assumed by KMB Seaport from the previous operators and limited financial information of these operators are made available to GT for the purpose of benchmarking.

2 Page 2 of 9 GT had reviewed the equity value to profit after tax for guideline public companies to ascertain the valuation metrics applicable to the valuation of the Company. (ii) The future earnings potential as well as the potential synergistic benefits to MMC and its subsidiaries ( MMC Group or Group ) arising from the Proposed Acquisition are outlined in Sections 6, 7 and 9 of this announcement Salient terms of the SPA The salient terms and conditions of the SPA include, inter alia, those set out below: (i) Parties to the SPA The Parties to the SPA will be Seaport Management as the Vendor and MMC as the Purchaser. Under the SPA, MMC shall have the right to nominate a subsidiary to hold the 7,000 Ordinary Shares and 4,990,000 ICCPS. (ii) Purchase Consideration The Purchaser is to pay the Vendor a sum of RM2,100, being 10% of the Purchase Consideration within one (1) week after the execution of the SPA as a refundable deposit ( Deposit ) and part payment of the Purchase Consideration. The balance sum of RM18,900, is to be paid by the Purchaser to the Vendor ( Balance Purchase Consideration ) upon completion of the SPA. (iii) Conditions Precedent The sale and purchase of the KMB Shares are subject to the fulfilment of the following conditions precedent by the Vendor: (c) the Vendor or KMB Seaport obtaining the written approval and/or confirmation of no objection from the Government of Malaysia (as represented by the Ministry of Transport, through Unit Kerjasama Awam Swasta of the Prime Minister s Department, Malaysia ( UKAS )), to the transfer of the 7,000 Ordinary Shares and/or 4,990,000 ICCPS from the Vendor to the Purchaser or the Purchaser s nominee, where applicable; the approval by the Board and the shareholder of the Vendor on the sale of the KMB Shares pursuant to the SPA, the entry into the SPA and the performance of its obligations thereunder; and such other approvals as may be required for the Vendor and the Purchaser to complete the transactions contemplated under the SPA.

3 Page 3 of 9 (iv) Completion The completion of the SPA ( Completion ) shall take place on a date to be mutually agreed by the parties within five (5) business days from the unconditional date ( Completion Date ). On the Completion Date, Balance Purchase Consideration shall be paid by the Purchaser, subject to the Purchaser s receipt of all Completion documents required to be delivered by the Vendor to the Purchaser pursuant to the SPA. (v) Termination The SPA may be terminated if, among others: (c) any of the conditions precedent is not fulfilled or waived, as the case may be, within the agreed timeframe; the Purchaser defaults by not paying the Purchase Consideration or fails to complete the purchase of the KMB Shares; or an event of default is committed by the Vendor, for example:(i) failure to complete the sale of the KMB Shares; (ii) any of the Vendor s warranties becoming untrue and is not rectified; (iii) the Vendor breaches any material terms of the SPA and such material breach is not rectified. 2.2 Mode of settlement The Purchase Consideration will be satisfied entirely by cash in accordance with the SPA. 2.3 Liabilities to be assumed There are no liabilities, contingent liabilities or guarantees to be assumed by MMC pursuant to the Proposed Acquisition. 2.4 Source of funding The Proposed Acquisition will be fully funded via internally generated funds. 3. INFORMATION ON SEAPORT MANAGEMENT 3.1 Background information on Seaport Management Seaport Management was incorporated on 1 November 2002 under the name Seaport Management Services Sdn Bhd as a private company under the Companies Act, Seaport Management is principally an investment holding company. As at 10 January 2017 (being the date of the company search conducted at Companies Commission of Malaysia ( CCM )), the authorised share capital of Seaport Management is RM100, comprising 100,000 ordinary shares of RM1.00 each of which RM2.00 comprising 2 ordinary shares of RM1.00 each are fully issued and paidup.

4 Page 4 of Substantial shareholder of Seaport Management As at 10 January 2017, Seaport Management is wholly-owned by Seaport Terminal (Johore) Sdn Bhd ( STJSB ). 3.3 Directors of Seaport Management The current directors of Seaport Management are YBhg. Dato Mohd Taufik bin Abdullah and Azman Hanafi bin Abdullah. 4. BRIEF INFORMATION ABOUT TANJUNG BRUAS PORT Tanjung Bruas Port is located at the most central and narrowest part of the Straits of Malacca. It was developed in the late 1970s. It was intended to serve the external trade needs of the Melaka economy and play a dynamic role in the development of the Melaka economy as well as the nearby regions. Tanjung Bruas Port is a small terminal. The two (2) jetties at Tanjung Bruas Port can accommodate small to medium sized vessels. The cargo handling equipment at the port is limited. Tanjung Bruas Port is mostly dependent on equipment on vessels to load and unload cargo. Because of its small size as well as limited equipment available, the operational efficiency at the port is low. 5. INFORMATION ON KMB SEAPORT 5.1 Background information on KMB Seaport KMB Seaport was incorporated on 21 October 2013 under the name of KMB Seaport Sdn Bhd as a private limited company under the Companies Act, As at 10 January 2017 (being the date of the company search conducted at CCM), the authorised and issued and fully paid-up share capital of KMB Seaport are as follows: Authorised share capital No. of shares Amount (RM) Ordinary Shares 5,000,000 5,000, ICCPS 5,000,000 5,000, Issued and fully paid-up share capital Ordinary Shares 10,000 10, ICCPS 4,990,000 4,990, Substantial shareholder of KMB Seaport As at 10 January 2017, the substantial shareholders of KMB Seaport are Kumpulan Melaka Berhad and Seaport Management.

5 Page 5 of Directors of KMB Seaport The current directors of KMB Seaport are as follows: Name YAB Datuk Seri Ir Hj. Idris bin Hj. Haron Khairulezuan bin Harun Shahrull Allam Shah bin Abdul Halim Ahmad Zaki bin Abdullah Designation Director Director Director Director 5.4 Financial highlights of KMB Seaport The financial highlights of KMB Seaport are as follows: Audited Financial period from Financial year ended 21 October 2013 to 31 December December 2014 (RM) (RM) Revenue - - Net loss for the financial year/ period Shareholders funds/ Net assets ( NA ) (2,305) (960) 7,695 6, RATIONALE FOR THE PROPOSED ACQUISITION The Proposed Acquisition is in line with the initiative of the Board of MMC to make further strategic investment in MMC s core business (i.e. Ports and Logistics division) in order to strengthen MMC and its subsidiaries ( MMC Group or the Group ) s financial position. It is also expected that the Proposed Acquisition would contribute positively to the future earnings of the Group. With the addition of KMB Seaport, a company that is licensed to operate Tanjung Bruas Port, in the Group, the Proposed Acquisition bodes well for MMC Group s effort in maintaining its position as a key player in the ports industry in Malaysia. 7. PROSPECTS OF TANJUNG BRUAS PORT KMB Seaport has laid out a development plan to be implemented at Tanjung Bruas Port. The development plan is intended to expand the capacity of the port as well as modernise its equipment and facilities. Among the development plans to be undertaken at the Tanjung Bruas Port in the near term include, among others, the following: (c) improvement to the existing jetty and its access bridge; provision of cargo handling equipment comprising a mobile crane, an appropriate number of tractors and trailers; refurbishment of existing storage facilities and improvement of the existing warehouses;

6 Page 6 of 9 (d) (e) construction of a new berth by extending the existing jetty; and construction of a new bridge. With the above initiatives, it is expected that the Proposed Acquisition would contribute positively to the future earnings of the MMC Group. 8. RISK FACTORS 8.1 Investment risk The Proposed Acquisition is expected to further enhance MMC Group s involvement in the ports industry. However, it will also expose the Group to risks, among others, on global economic, financial and political conditions, fluctuations in customers demand and shipping industry. There is no assurance that the anticipated benefits of the Proposed Acquisition will be realised or that MMC Group will be able to generate sufficient profits arising from the Proposed Acquisition to offset the associated acquisition costs incurred. There is also no assurance that the expected financial performance of KMB Seaport could be achieved after the completion of the Proposed Acquisition. 8.2 Competitive landscape for the ports industry KMB Seaport will face competition from other ports in Malaysia and in the region. Other competitors in the industry may have proven track record, greater resources and market presence as compared to KMB Seaport and therefore, may in some instances, in better position than the company to compete and win contracts. There is no assurance that KMB Seaport will be able to withstand competition from other competitors in the market and gain market share as planned. 8.3 Non-completion of the Proposed Acquisition The completion of the Proposed Acquisition is conditional upon certain conditions precedent of the SPA being fulfilled or waived. In the event the transaction fails to be completed by the stipulated completion date or there is a material breach of any terms in the SPA, it is expected that the SPA may be terminated and results in non-completion of the Proposed Acquisition. The parties to the SPA will monitor the status and progress of the Proposed Acquisition and endeavour, to the extent possible, to meet and fulfil all the terms and conditions of the SPA. However, there is no assurance that the Proposed Acquisition will be completed within the stipulated timeframe. 8.4 Political, financial and economic risk The financial performance of KMB Seaport is dependent on import and export trade volumes in the region the company is operating. The volumes are significantly affected by changes in political, financial and economic conditions that are beyond KMB Seaport s control, including interest rates, changes in political leadership, unfavourable changes in government s policies, sanctions, boycotts and other measures, as a result of trade barriers, trade disputes and acts of war, hostilities, terrorism, riots, natural disasters or epidemic. These factors, in general, will affect all players in the market. It is envisaged that MMC will monitor its investment in KMB Seaport and advise the directors and management of KMB Seaport on effective measures to be taken such as prudent management and efficient operating procedures to mitigate these factors, where required.

7 Page 7 of Expiration or termination of concession KMB Seaport has signed a Privatisation Agreement in relation to the privatisation of Tanjung Bruas Port, whereby KMB Seaport has been awarded a 30-year concession to operate Tanjung Bruas Port based on the terms and conditions as stipulated in the said Privatisation Agreement. However, the risk of the Government terminating the port concession on grounds of national or public interest or national security cannot be entirely eliminated and the possibility of such termination taking place may be due to unforeseen circumstances. The termination of the concession will result in KMB Seaport losing their core businesses, thus affecting its shareholder value. Notwithstanding this, the probability of this risk crystallizing may be low as port operations is an integral part of the overall domestic economy and the Government is not likely to terminate the concession as long as KMB Seaport complies with the terms and conditions of the concession. There can be no assurance that adverse political, financial and economic changes will not materially affect KMB Seaport s business in the future. 9. EFFECTS OF THE PROPOSED ACQUISITION 9.1 Share capital and substantial shareholders shareholdings The Proposed Acquisition will not have any effect on the issued and paid-up share capital and the shareholdings of substantial shareholders of MMC. 9.2 Earnings and earnings per share ( EPS ) The Proposed Acquisition will not have any material effect on the earnings and EPS of the MMC Group for the financial year ending 31 December The Proposed Acquisition is expected to result in higher contribution from KMB Seaport to the future earnings of the MMC Group as the financial results of KMB Seaport will be consolidated into MMC Group s financial results. 9.3 NA, NA per share and gearing The Proposed Acquisition is not expected to have any material effect on the audited consolidated NA, NA per share and gearing of MMC. 10. APPROVALS REQUIRED The Proposed Acquisition is subject to and conditional upon, among others, written approval and/or confirmation of no objection being obtained from the Government of Malaysia (as represented by the Ministry of Transport, through UKAS). The Proposed Acquisition is not subject to the approval of MMC s shareholders. 11. PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Acquisition is 0.30% based on the audited consolidated financial statements of MMC for the financial year ended 31 December Hence, an immediate announcement to Bursa Malaysia is required pursuant to Paragraph of the Listing Requirements after the terms of the transaction have been agreed.

8 Page 8 of INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM Save for STJSB (a major shareholder of MMC and also a shareholder of the Vendor in the transaction), none of the Directors, major shareholders of MMC and/or the persons connected with them have any interest, direct or indirect, in the Proposed Acquisition. 13. AUDIT COMMITTEE S STATEMENT The Audit Committee, after careful deliberation and having considered all aspects of the Proposed Acquisition (including but not limited to the rationale, future prospects, risks, effects and the Valuation Letter issued by GT) is of the view that the Proposed Acquisition is: (i) (ii) (iii) in the best interest of the MMC Group; fair, reasonable and on normal commercial terms; and not detrimental to the interests of the non-interested shareholders of MMC. 14. DIRECTORS STATEMENT The Board of MMC having considered all aspects of the Proposed Acquisition (including but not limited to the rationale, future prospects, risks, effects and the Valuation Letter issued by GT), is of the view that the Proposed Acquisition is in the best interest of the Company. 15. TOTAL AMOUNT TRANSACTED WITH THE SAME RELATED PARTY FOR THE PAST TWELVE (12) MONTHS Save as disclosed below, there are no other related party transactions with STJSB for the twelve (12) months preceding the date of this announcement: The Proposed Acquisition; and On 5 August 2016, STJSB and MMC had entered into a conditional share sale and purchase agreement for MMC to acquire 35,990,501 ordinary shares of RM1.00 each in Penang Port Sdn Bhd ( PPSB ) representing approximately 49.0% ordinary equity interest in PPSB for a cash consideration of RM200.0 million subject to the terms and conditions contained in the agreement. 16. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed in the first half of 2017.

9 Page 9 of DOCUMENTS AVAILABLE FOR INSPECTION The following documents are available for inspection at the registered office of MMC at Ground Floor, Wisma Budiman, Persiaran Raja Chulan, Kuala Lumpur, Malaysia, during normal business hours (from 8.30 a.m. to 5.30 p.m.) from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement: (i) (ii) the SPA; and the Valuation Letter. This announcement is dated 13 January 2017.

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