On behalf of the Board of Directors of SCB, Maybank Investment Bank Berhad ( Maybank IB ) wishes to announce the following:

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1 SUNWAY CITY BERHAD ( SCB ) PROPOSED DISPOSAL OF: SUNWAY PYRAMID SHOPPING MALL; SUNWAY RESORT HOTEL & SPA; (iii) PYRAMID TOWER HOTEL; (iv) MENARA SUNWAY; (v) SUNWAY CARNIVAL MALL; (vi) SUNWAY HOTEL SEBERANG JAYA; (vii) SUNCITY IPOH HYPERMARKET; AND (viii) SUNWAY TOWER, (ALL OF WHICH ARE DEFINED BELOW) TO A REAL ESTATE INVESTMENT TRUST TO BE ESTABLISHED BY SCB ( PROPOSED DISPOSAL OF PROPERTIES ); PROPOSED DISPOSAL BY SCB OF 3 PARCELS OF LEASEHOLD LAND IN RESPECT OF LOT NOS. 32, AND PT1312 HELD UNDER TITLE NOS. PAJAKAN NEGERI 9495, 9500 AND HS(D) RESPECTIVELY IN THE DISTRICT OF PETALING, SELANGOR DARUL EHSAN OF A TOTAL AREA MEASURING 19,406 SQUARE METRES ( SCB LAND ) TO SUNWAY PYRAMID SDN BHD ( SPSB ) ( PROPOSED DISPOSAL OF SCB LAND ); AND LETTERS OF INTENT FOR: PROPOSED ACQUISITION BY SCB OF 48 MILLION ORDINARY SHARES OF RM1.00 EACH ( SHARES ) IN SPSB REPRESENTING 48% EQUITY INTEREST IN SPSB FROM RECO PYRAMID (M) SDN BHD ( RPSB ); AND PROPOSED ACQUISITION BY SCB OF 9.6 MILLION SHARES IN SUNWAY RESORT HOTEL SDN BHD ( SRH ) REPRESENTING 48% EQUITY INTEREST IN SRH FROM RECO RESORT HOTEL (M) SDN BHD ( RRHSB ), ( PROPOSED ACQUISITION OF SPSB AND SRH ). (COLLECTIVELY KNOWN AS THE PROPOSALS ) 1. INTRODUCTION On behalf of the Board of Directors of SCB, Maybank Investment Bank Berhad ( Maybank IB ) wishes to announce the following: (iii) SCB and its subsidiaries ( SCB Group ) are proposing to dispose of their entire interest in the properties as set out in Section 2.1 below to a real estate investment trust to be established by SCB ( Sunway REIT ), for a consideration to be determined later. The purchase consideration will be satisfied by way of cash or units in Sunway REIT or a combination of both; SCB is proposing to dispose of the SCB Land to SPSB for a consideration to be determined later; and SCB has, on 6 April 2010, entered into two separate Letters of Intent ( LOI ) with RPSB and RRHSB for the proposed acquisition of their 48% equity interest in SPSB and SRH respectively. The purpose of the LOI is to set out the parties intentions with respect to their shareholdings in SPSB and SRH upon successful completion of the proposed disposal of the relevant properties which are held by SPSB and SRH to the Sunway REIT. 1

2 2. THE PROPOSED DISPOSAL OF PROPERTIES 2.1 Details of the Proposed Disposal of Properties The Proposed Disposal of Properties shall involve the disposals by: (iii) (iv) (v) (vi) (vii) (viii) SPSB and SCB (registered owner of the SCB Land) of a four-storey shopping mall in Bandar Sunway known as Sunway Pyramid Shopping Mall. SPSB is a 52%-owned subsidiary of SCB; SRH of a 19-storey, five-star hotel in Bandar Sunway with 439 guest rooms and three villas known as Sunway Resort Hotel & Spa. SRH is a 52%-owned subsidiary of SCB; SRH of a nine-storey, four-star hotel in Bandar Sunway with 549 guest rooms known as Pyramid Tower Hotel ; Menara Sunway Sdn Bhd ( MSSB ) of a purpose-built office development comprising: Menara Sunway (Phase 1), a 19-storey high-rise office tower annexed with a 5-storey office block; and Menara Sunway Annexe (Phase 2), a 7-storey office building together with a 3-storey office block, known as Menara Sunway. MSSB is a wholly-owned subsidiary of SCB; Sunway Carnival Sdn Bhd ( SCSB ) of a five-storey shopping mall in Pusat Bandar Seberang Jaya known as Sunway Carnival Shopping Mall. SCSB is a wholly-owned subsidiary of Sunway City (Penang) Sdn Bhd, which in turn is a wholly-owned subsidiary of SCB; Sunway Hotel (Seberang Jaya) Sdn Bhd ( SHSJ ) of a 17-storey, fourstar hotel in Pusat Bandar Seberang Jaya, mainland Penang, with 202 guest rooms known as Sunway Hotel Seberang Jaya. SHSJ is a wholly-owned subsidiary of Sunway City (Penang) Sdn Bhd, which in turn is a wholly-owned subsidiary of SCB; Peluang Klasik (M) Sdn Bhd ( PKSB ) of a single-storey hypermarket in Sunway City Ipoh known as SunCity Ipoh Hypermarket. PKSB is a wholly-owned subsidiary of Sunway City (Ipoh) Sdn Bhd, which in turn is a 65%-owned subsidiary of SCB; and Sunway Tower 2 Sdn Bhd ( STSB ) of a 33-storey prime office building in Kuala Lumpur known as Sunway Tower. STSB is a wholly-owned subsidiary of SCB. 2

3 2.2 Information on Sunway REIT Sunway REIT is a proposed real estate investment trust to be constituted by a trust deed to be entered into between a trustee and a REIT manager to be appointed. The investment objectives of Sunway REIT are to provide the unitholders with an exposure to a diversified portfolio of authorised investments that will provide stable cash distributions with the potential for sustainable growth of the net asset value per unit. Subject to the approvals of the relevant authorities, Sunway REIT proposes to undertake a public issue of units in Sunway REIT and subsequent listing of and quotation for its entire issued and paid-up units on the Main Market of Bursa Malaysia Securities Berhad ( Bursa Securities ) ( Proposed Listing ). 3. PROPOSED DISPOSAL OF SCB LAND The Proposed Disposal of SCB Land entails the disposal by SCB of the SCB Land to SPSB for a consideration to be determined later. The SCB Land is a 99 years leasehold land expiring on 1 April The land area is 19,406 square metres and the SCB Land is sited on Lot Nos. 32, and PT1312 and held under Pajakan Negeri 9495, 9500 and HS(D) respectively in the District of Petaling, Selangor Darul Ehsan. The Sunway Pyramid Shopping Mall is erected upon lands held under 5 issue documents of title. Presently, 3 of the issue documents of title under which the SCB Land is held are owned by and registered in the name of SCB whilst 2 of the issue documents of title are owned by and registered in the name of SPSB. It is intended that SCB and SPSB will enter into a sale and purchase agreement soon after the submission of the Proposed Listing application whereby SCB will sell the SCB Land to SPSB. 4. PROPOSED ACQUISITION OF SPSB AND SRH 4.1 Salient terms and conditions of the LOI The LOI are subject to the execution of the requisite definitive sale and purchase agreement(s), the completion of which will be conditional upon, inter alia: (a) (b) (c) (d) the approval of SCB s shareholders at an extraordinary general meeting to be convened (if required); the listing of Sunway REIT on Bursa Securities; completion of the disposal of Sunway Pyramid Shopping Mall to Sunway REIT (with regards to the purchase of the 48% equity interest in SPSB); and completion of the disposal of Sunway Resort Hotel & Spa and Pyramid Tower Hotel to Sunway REIT (with regards to the purchase of the 48% equity interest in SRH). 3

4 4.2 Information of SPSB SPSB was incorporated in Malaysia under the Companies Act, 1965 ( Act ) on 12 April 1993 as a private limited company. As at 5 April 2010, the authorised share capital of SPSB is RM1,010,000,000 and its issued and paid-up share capital is RM100,000,000 comprising 100,000,000 ordinary shares of RM1.00 each. The principal activity of SPSB is shopping mall operator. SCB holds 52% while RPSB holds 48% of the issued and paid-up share capital of SPSB as at 5 April The directors of SPSB are Ngeow Voon Yean, Chan Hoi Choy, Tan Poh Chan, Richard Goh Chee Heng and Ho Nyuk Chong. 4.3 Information on SRH SRH was incorporated in Malaysia under the Act on 23 May 1989 as a private limited company. As at 5 April 2010, the authorised share capital of SRH is RM25,000,000 and its issued and paid-up share capital is RM21,180,090 comprising 20,000,000 ordinary shares of RM1.00 each and 118,009,000 redeemable preference shares of RM0.01 each. The principal activities of SRH are hotelier and property developer. SCB holds 52% while RRHSB holds 48% of the issued and paid-up share capital of SRH as at 5 April The directors of SRH are Ngeow Voon Yean, Tan Poh Chan, Yuen Kam Wah, Alan Tang Yew Kuen and Loh Hwee Long. 4.4 Information on RPSB RPSB was incorporated in Malaysia under the Act on 19 January 2000 as a private limited company. As at 31 March 2010, the authorised share capital of RPSB is RM50,000,000 and its issued and paid-up share capital is RM32,750,002 comprising of 32,750,002 ordinary shares of RM1.00 each, which are wholly owned by Reco Pyramid Private Limited ( RPPL ). The principal activity of RPSB is investment holding. The directors of RPSB are Richard Goh Chee Heng, Ho Nyuk Chong, Chin Mun Yee and Tan Hor Seng. 4.5 Information of RRHSB RRHSB was incorporated in Malaysia under the Act on 8 December 2004 as a private limited company. As at 31 March 2010, the authorised share capital of RRHSB is RM25,000,000 and its issued and paid-up share capital is RM19,300,002 comprising of 19,300,002 ordinary shares of RM1.00 each, which are wholly owned by Reco Resort Hotel Private Limited ( RRHPL ). The principal activity of RRHSB is investment holding. The directors of RRHSB are Alan Tang Yew Kuen, Loh Hwee Long, Chin Mun Yee and Tan Hor Seng. 4

5 5. RATIONALE FOR THE PROPOSALS 5.1 Rationale for the Proposed Disposal of SCB Land and the Proposed Disposal of Properties The Proposed Disposal of SCB Land and the Proposed Disposal of Properties will allow SCB Group to realise their investments in the abovementioned properties. The proceeds from the Proposed Disposal of SCB Land and the Proposed Disposal of Properties will be utilised, inter alia, for acquisition of land bank, working capital, future business expansion and to repay the borrowings of the SCB Group. The Proposed Disposal of SCB Land and the Proposed Disposal of Properties will also enable the SCB Group to enhance the development of the real estate investment market in Malaysia through its proposed holdings in the units in Sunway REIT as well as its involvement in the management of Sunway REIT upon the completion of the Proposed Listing. 5.2 Rationale for the Proposed Acquisition of SPSB and SRH Upon successful completion of the Proposed Disposal of Properties to Sunway REIT, RPSB and RRHSB have expressed their interest to sell their 48% stake in SPSB and SRH to SCB. SCB has also agreed to acquire their 48% stake as subsequent to the Proposed Disposal of Properties, SPSB will engage principally in businesses that will continue to promote Sunway Pyramid Shopping Mall as a premier shopping mall with ice rink and bowling facilities. SRH, which will enter into a Hotel Master Lease with Sunway REIT, will continue to operate Sunway Resort Hotel & Spa and Pyramid Tower Hotel. 6. APPROVALS REQUIRED The Proposals are subject to, amongst others, the approvals of shareholders of SCB and all relevant authorities. 7. ADVISERS 7.1 Principal adviser Maybank IB has been appointed as the principal adviser of SCB for the implementation of the Proposals based on the terms and conditions set by SCB. 7.2 Independent adviser The Proposals are related party transactions. In compliance with Chapter 10 of the Main Market Listing Requirements of Bursa Securities, the Directors of SCB, save for the interested Directors, have appointed AmInvestment Bank Berhad as the independent adviser to advise the non-interested Directors and noninterested shareholders of SCB in respect of the Proposals. 8. FURTHER DETAILS Further details will be announced upon finalisation of the terms and conditions of the Proposals. This announcement is dated 7 April