The present Directors of DPSB are Simon Sim Yow Yung, Cindi Sim and Ng Liang Khiang.

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1 DEVELOPMENT RIGHTS AGREEMENT ENTERED INTO BETWEEN DANGA PALMS SDN BHD AND PIJ 1. INTRODUCTION The Board of Directors of MB World Group Berhad ( MBW or the Company ) wishes to announce that Danga Palm Sdn. Bhd. ( DPSB ) a wholly-owned subsidiary of the Company had on 31 December 2017 entered into a Development Right Agreement ( DRA ) with PIJ Property Development Sdn Bhd (Co. No D) (formerly known as Perisind Property Development Sdn. Bhd. ) ( PPDSB ) which in turn is a wholly owned subsidiary of PIJ HOLDINGS SDN BHD (Co No T) (previously known as Perisind Holdings Sdn Bhd) ( PIJH ). Pursuant to the DRA, DPSB agrees and undertakes to develop and complete an integrated development project known as Proposed Integrated Waterfront Development on all that leasehold land held under Master Title H.S. (D) PTD No in the Mukim of Plentong, District of Johor Bahru, State of Johor measuring approximately acres including the 15 acres belonging to the Government ( the Development Land ) in several staggered phases into a mixed development consisting of both commercial and residential components among others are the Service Apartment, Affordable House, Townhouse, Shop Office and Shopping Mall ( Project ). DPSB further agrees that the first phase of the development shall be affordable housing project of Rumah Mampu Milik Johor ( RMMJ ) known as Taman Perbadanan Islam Telok Permata measuring approximately 15 acres. Pursuant to the DRA, both DPSB and PPDSB agree that PPDSB shall be entitled to receive from DPSB an amount equivalent to Seven per cent (7%) of the Gross Development Value (GDV) of the Project, provided that the amount payable to PPDSB in this respect shall not be less than the minimum amount of Ringgit Malaysia One Hundred million (RM 100,000,000.00) ( Entitlement ). 2. BACKGROUND INFORMATION OF DPSB DPSB (Co. No U) was incorporated in Malaysia as a private limited company under the Companies Act, 1965 [and is deemed registered under the Companies Act, 2016 ( CA 2016 )] on 26 January DPSB is principally involved in property development and construction. The issued & paid-up share capital of DPSB is RM750,000 comprised of 750,000 ordinary shares fully paid up. DPSB is a wholly owned subsidiary of MBW. The present Directors of DPSB are Simon Sim Yow Yung, Cindi Sim and Ng Liang Khiang. 3. BACKGROUND INFORMATION OF PPDSB PPDSB (Co. No D) was incorporated in Malaysia as a private limited company under the Companies Act, 1965 (and is deemed registered under the CA 2016) on 14 November PPDSB is principally involved in property development and investment holdings. The issued & paid-up share capital of PPDSB is RM5,216,489 comprised of 5,216,489 ordinary shares fully paid up. PPDSB is a wholly owned subsidiary of PIJH. The present Directors of PPDSB are Haji Rozan Bin Mohd. Sa at, Mohd. Ibrahim Bin Mohd. Said, Haji Atan Bin Ibrahim and Haji Zulkiflee Bin Abbas. Page 1 of 1

2 4. INFORMATION OF DEVELOPMENT LAND 4.1 Description The Development Land comprises acres of land and the tenure will be leasehold 99 years, located within Teluk Jawa, Mukim of Plentong, District of Johor Bahru, State of Johor. The Development Land has obtained a planning permission for mixed development with a development plot ratio 1:6:0. The development has been approved by the local authority of Majlis Bandaraya Johor Bahru ( MBJB ) via approved planning permission File No. MBJB/U/2013/12/SNT/KM/61 dated 19 March Besides, one of the plot with acres has obtained a planning permission for mixed residential & commercial components (including Rumah Mampu Milik). The development has been approved by the local authority of MBJB via approval plan File No. MBJB/U/2015/12/SNT/KM/5 dated 1 June Location The Development Land is located off internal service road of Kampung Teluk Jawa. It is sited approximately 15 kilometres north-east of Johor Bahru City Centre. The Development Land is accessible from EDL Highway and via the internal metalled roads of Kampung Teluk Jawa. 4.3 Surrounding Locality The surrounding area in the locality comprises mixed residential, varied businesses, commercial, retail centre, industrial and institutional users and scattered with kampung type house. Residential developments located within the vicinity include Taman Cahaya Kota Puteri, Taman Megah Ria, Tropicana Danga Cove, Senibong Cove, Bandar Baru Permas Jaya and etc whilst industrial developments include Taman Perindustrian Kota Puteri and Taman Perindustrian Permas Jaya. Kampung type housing settlements in the locality include Kampung Teluk Jawa, Kampung Lunchu, Kampung Jawa, Kampung Senyok and etc. Basic amenities such as police station, banks, mosque, petrol kiosk, school and etc are provided in the vicinity. The notable landmarks in the locality are Orang Asli Seafood Village, Kolam Pancing Teluk Jawa and Kolam Pancing Syawal. Johor Bahru City Centre which lies about 15 kilometers due south-west of the Development Land is the main administrative and commercial centre for the district. The Development Land enjoys good access provided by EDL Highway and the Pasir Gudang Highway. Page 2 of 2

3 5. SALIENT TERM OF THE DRA Pursuant to the DRA: 5.1 PPDSB is fully authorised as the beneficial owner granted under a Power Of Attorney dated 5th of April 2006 by PIJH in favour of PPDSB of all that leasehold land held under H.S. (D) PTD No in the Mukim of Plentong District of Johor Bahru measuring approximately acres including the 15 acres belonging to the Government, proposed to be developed into an integrated development project known as Proposed Intergrated Waterfront Development (hereinafter referred to as the Development Land ). 5.2 DPSB agrees and undertakes to develop and complete upon the said Development Land in several staggered phases into a mixed development consisting of both commercial and residential components among others are the Service Apartment, Affordable House, Townhouse, Shop Office and Shopping Mall (hereinafter referred to as the Project ). DPSB further agrees that the first phase of development which shall be developed first shall consist of the affordable housing project of Rumah Mampu Milik Johor (RMMJ) known as Taman Perbadanan Islam Telok Permata measuring approximately 15 acres. 5.3 The Development Land is currently free from encumbrances. As at the date of this Agreement, the separate document(s) of title to the Development Land have yet to be issued by the State Authority. 5.4 PPDSB has applied for and obtained the relevant approval for usage of the Development Land for conversion of the land and building purposes. 5.5 The title to the Development Land is subject to the restriction in interest that the Development Land may not be sold, transferred, leased or charged without the prior written consent of the State Government. 5.6 The parties are desirous of entering into a DRA to undertake the development of the Project in respect of the Development Land strictly on the basis that DPSB shall contribute and bear the entire cost and expense of developing the Development Land in accordance with the relevant approvals and the layout and building plans and applying and obtaining the relevant approvals and licences from the relevant authorities in connection with the Project upon the terms and conditions contained in the DRA whereby PPDSB shall have the absolutely unrestricted access to the Development Land during the tenure of the development of the said Project. Page 3 of 3

4 5.7 Relevant definitions under the DRA Development Land shall mean all that leasehold land held under Master Title H.S. (D) PTD No in the Mukim of Plentong, District of Johor Bahru, State of Johor measuring approximately acres, including the 15 acres belonging to the Government, proposed to be developed into an integrated development project known as Proposed Intergrated Waterfront Development under following lot :- (i) PTD HS(D) TO PTD HS(D) (ii) PTD HS(D) TO PTD HS(D) (iii) PTD HS(D) TO PTD HS(D) (iv) PTD HS(D) (v) PTD HS(D) TO PTD HS(D) (vi) PTD HS(D) TO PTD HS(D) Entitlement Gross Development Value Layout Plan shall mean the total amount of all monies that PPDSB shall be entitled to receive from DPSB being an amount equivalent to Seven per cent (7%) (hereinafter referred to as the Proportion Ratio ) of the Gross Development Value (GDV) (as hereinafter defined) of the Project, provided that the amount payable to PPDSB in this respect shall not be less than the minimum amount of RM 100,000, means the estimated gross development value of the Project or phase(s) of the Project at that point of time. It is the figure that permits all the other considerations such as required profit, building costs, legal costs, site purchase cost and funding requirements to be weighed against, enabling analysis of the financial viability of the Project shall mean the proposed layout plan as annexed in the DRA to be submitted by DPSB pursuant to this Agreement and first or initially approved by the relevant authority(ies) (without prejudice to such amendments thereto as may be approved by the parties hereto from time to time). Page 4 of 4

5 Project shall mean both commercial and residential components among others are the Service Apartment, Affordable House, Townhouse, Shop Office and Shopping Mall to be undertaken by DPSB in respect of the Development Land. 5.8 Representations and Warranties by PPDSB Pursuant to the DRA, PPDSB amongst others represents and warrants the following: it is the beneficial owner of the Development Land and it has obtained the relevant approval for the conversion of the Development Land in the form as annexed to the DRA of which only 15 acres of the Development Land is subjected to Malay Reserve restriction and that such approval is in full force and effect and that the conversion premium and any related payment thereto shall be paid by DPSB; it has the power and capacity to enter into this DRA and to perform its obligations and has taken all necessary corporate and other actions to authorise the execution, delivery and performance of this DRA and the same are in full force and effect and no further consent approval or other authorisation is required; 5.9 Initial Payment Upon execution of the DRA, DPSB shall pay directly to PPDSB a sum of Ringgit Malaysia One Million (RM1,000,000.00) only being the initial Entitlement payment (hereinafter referred to as the Initial Payment ). The remaining and balance of the Entitlement is to be paid according to the agreed progress schedule in consideration of which DPSB shall be given the exclusive right to develop and to carry out construction on the Development Land in relation to the Project subject to the terms and conditions of the DRA Upon execution of the DRA, DPSB shall also pay RM1,000, being the part payment of the one percent (1%) of the Gross Development Value (hereinafter referred to as GDV ) contribution while the remaining and balance of the aforesaid payment shall be made in accordance to the agreed schedule in the DRA DPSB is responsible to pay the cost of the land premium to the relevant authorities for the Government land of 15 acres (Land Reclamation) for the amount of Ringgit Malaysia Six Million Five Hundred and Forty Three Thousand (RM6,543,000.00) Only on behalf of PPDSB Conditions Precedent Conditions Precedent of DPSB Notwithstanding anything to the contrary, DPSB acknowledges that its obligations to PPDSB to fulfil the following conditions shall be within one hundred and twenty (120) days from the date of the DRA:- Page 5 of 5

6 (a) to procure the submission of relevant corporate documents to PPDSB; (b) to increase DPSB s paid up capital up to RM5,000, ; (c) to procure the approval of shareholders of MBW, the holding company of DPSB for this DRA, if necessary. (d) to procure all such relevant approvals from such relevant regulatory and governmental authorities, if any ; (e) to procure and cause MBW on the execution of the DRA simultaneously to execute and deliver to PPDSB a corporate guarantee to secure the due performance and observance by DPSB of all the terms and conditions as set out in the DRA including but not limited to the payment of the Entitlement by DPSB to PPDSB pursuant to the terms and conditions of the DRA If the Conditions Precedent cannot be fulfilled or deemed not to have been fulfilled by the expiry of the Conditional Period which is 120 days, unless specifically waived in writing mutually by both parties, PPDSB may rescind the DRA by serving written notice on DPSB ( Notice ) and the DRA shall be deemed to be terminated and shall be null and void and of no further effect whatsoever, and DPSB hereto shall have no rights to any claim against PPDSB, save in respect of any antecedent breach of terms therein. Upon termination of the DRA :- (a) DPSB shall return all relevant documents relating to the Development Land which has been handed over by PPDSB upon execution of the DRA ; and (b) PPDSB shall have the full rights and discretion for the Initial Payment as stated under paragraph 5.9 above to be forfeited to PPDSB Conditions Precedent of PPDSB Notwithstanding anything to the contrary herein contained, PPDSB acknowledges that its obligations to DPSB to fulfil the following conditions shall be within one hundred and twenty (120) days from the date of the DRA:- (a) to procure and provide a new Power of Attorney which supersede the Power of Attorney dated 5th of April, 2006 and deliver the same to DPSB If the Conditions Precedent cannot be fulfilled or deemed not to have been fulfilled by the expiry of the Conditional Period which is 120 days, unless specifically waived in writing mutually by both parties, DPSB may rescind the DRA by serving written notice on PPDSB ( Notice ) and the DRA shall be deemed to be terminated and shall be null and void and of no further effect whatsoever, and PPDSB hereto shall have no rights to any claim against DPSB, save in respect of any antecedent breach of terms therein. Upon termination of the DRA:- (a) PPDSB shall return all relevant documents relating to the Development Land which has been handed over by DPSB upon execution of the DRA ; and (b) PPDSB shall refund to DPSB the Initial Payment and all monies paid by DPSB pursuant to the DRA. Page 6 of 6

7 5.12 Power Of Attorney It is hereby agreed that there is no Power of Attorney to be bestowed to DPSB by PPDSB for the construction and development of the Development Land and the Project. In the event there is a need for DPSB to get confirmation and / or approval and /or other consent from PPDSB, it has been agreed that upon request in writing by DPSB, PPDSB shall within seven (7) days therefrom reply and / or respond to the said request to DPSB. Any delay on the part of PPDSB in replying and / or responding to the said request shall correspondingly enlarge the time for progressive payment of Entitlement and completion of any work by DPSB by the number of days so delayed. The said confirmation and /or approval and / or other consent shall not be withheld by PPDSB unreasonably Obligations of DPSB DPSB hereby expressly agrees covenants and undertakes with PPDSB as follows:- i) that DPSB shall expeditiously and at its own cost and expense obtain all relevant approvals from the relevant authorities as may be necessary for the Project, complete with initial proposal, cash flow and work programme of the Project as illustrated in the DRA of which PPDSB has agreed and executed all related documents as per written request by DPSB. ii) iii) iv) that within one (1) month from signing of DRA, DPSB to submit application to the relevant authorities for the Development Order for Layout and/ or Building whichever is applicable and relevant. Upon receipt of the Development Order approval and upon receipt of confirmation of the actual GDV projection, DPSB shall pay the difference of seven percent (7%) between the previous estimated GDV and the actual GDV to PPDSB in accordance with the DRA. That within two (2) months upon approval of Development Order for Layout, DPSB to submit the building plan of the development to relevant authorities. that DPSB shall complete the Project within ten (10) years from the date of the DRA, subject to Paragraph 5.12 above and such extensions of time at the discretion of PPDSB. In amplification and not in derogation of any other provisions therein contained and for avoidance of any doubt the parties hereto declare and agree that the Project including any buildings and/or infrastructure therein shall not howsoever be construed as or deemed to be completed by DPSB until and unless duly certified as completed by the Project s Architect with a copy of Borang E duly served on and received by the relevant authorities; Page 7 of 7

8 5.14 Obligations of PPDSB PPDSB hereby expressly agrees, covenants and undertakes with DPSB that PPDSB shall: PPDSB S Entitlement PROVIDED ALWAYS that there is no subsisting breach or default by DPSB of any of the covenants terms and conditions on the part of DPSB herein contained, not interfere with the Project or in any way hinder or obstruct the carrying out of any work(s) or act(s) or application(s) by DPSB in connection with the Project under or pursuant to the terms and conditions of the DRA It is hereby agreed by both parties that the minimum Entitlement to PPDSB amounts to RM 100,000, In the event there is delay by DPSB in the entitlement payment or any part of payment due to PPDSB, DPSB shall be obliged to pay interest at the rate of 8% per annum calculated on daily basis DPSB shall pay to PPDSB a further entitlement which calculation is seven percent (7%) on the difference between the previous estimated GDV and the actual GDV (hereinafter referred to as Further Entitlement ) which Further Entitlement shall be payable to PPDSB within fourteen (14) days from the date of issuance of the certificate of completion and compliance to the relevant phase Right to Option for Settlement It has been agreed by both parties that the full and final entitlement shall be made according to the agreed schedule of payment not later than However, in the event there is a request from DPSB, PPDSB may allow DPSB to settle 50% of the Entitlement by way of in kind, subject to the following terms:- (a) DPSB shall construct one (1) Complex / Administration building (hereinafter referred to as the Building ) on the Development Land specifically and exclusively for PPDSB, complete with the Certificate of Completion and Compliance (CCC) for the said building and PPDSB shall have the rights on the land and the Building which Building shall have a 150,000 square feet built up area together with completed facilities/ utilities and infrastructure which has been approved by Relevant authorities at the gross value of RM (Ringgit Malaysia Three Hundred Thirty Three and Zero Cents) per square foot whereby the design of the Building shall be agreed by both Parties and in compliance of Qlassic minimum score of seventy percent (70%). In the event DPSB shall fail to obtain full consent/ approval for the construction of the Building from the Relevant Authorities, DPSB shall construct the Building on another plot within the Development Land. Page 8 of 8

9 (b) (c) The construction of the Building shall commence latest by year 2025 and shall be fully completed by October IN THE EVENT there is a delay in completion of the construction for the said Building by DPSB, therefore DPSB shall be subjected to the late payment penalty in accordance with the terms of the DRA and the calculation of the amount to be penalised shall be quantified by an independent valuer accordingly Incentive(s) for Early Entitlement Settlement IN THE EVENT DPSB requests to make early settlement of the Entitlement payable to PPDSB, DPSB will be entitled to the following discounts:- (i) (ii) At the rate of 5% from the early settlement of one (1) year in advance of the relevant scheduled payment as per the DRA ;or At the rate of 10% on the early payment of full and final lump sum of the balance of Entitlement made earlier that is on/ or before 8th year as per the DRA PPDSB hereby agrees that the maximum discount rate for the incentive(s) of any/ all early settlement shall not be more than 10% The said incentive(s) shall not be applicable to the portion of the Entitlement made in kind by DPSB IN THE EVENT there is a late payment in any of the progress payment as per the agreed schedule of payment, DPSB shall be subjected to a further 8% penalty due to PPDSB Notwithstanding Paragraph 5.12 above and IN THE EVENT DPSB has settled the full Entitlement to PPDSB, PPDSB hereby agree to grant unto DPSB a full Power of Attorney to deal with the Development Land PROVIDED ALWAYS that DPSB shall continue to comply with the DRA Project Management Committee (PMC) Both parties agree for the purpose of development of the Project, a Project Management Committee shall be established to control and monitor the progress of the Project with conditions as follows :- (a) The members of the said PMC shall consist three members of each PPDSB and DPSB respectively and shall be chaired by PPDSB where PPDSB shall have the casting vote. (b) PMC shall hold its meeting every three (3) months for the duration of the development of the Project and all progress reports shall be submitted to PMC. (c) PMC duty to monitor the progress of the Project and shall have no power to supersede or change any term of the DRA. Page 9 of 9

10 (d) Payment of allowance for the members shall be agreed and confirmed by the first PMC, the full costs of which shall be borne by DPSB. 6. BASIS AND JUSTIFICATIONS FOR ARRIVING AT THE ENTITLEMENT CONSIDERATION The Entitlement Consideration to be paid to PPDSB was after taking into consideration the development potential and prospects for the Development Land. 7. RATIONALE FOR THE DRA The DRA will provide MBW Group ( Group ) the development rights to approximately acres of landbank located in Telok Permata, Mukim Plentong, Johor Bahru with an estimated GDV of RM1.46 billion, as opposed to outright purchase of landbank which will require significant cash outlay. PPDSB has already applied for and obtained the relevant approval for the conversion and usage of the Development Land for building purposes. This will allow the Group to commence with the development project in a short span of time. This is consistent and in line with the Group s strategic direction to focus on property development activities to sustain its growth through acquisitions, joint ventures, or other arrangements with land owners. 8. RISK FACTORS MBW Group s core business is in the property sector. As such, the DRA will not materially change the risks of the Company s business as the Group would still be exposed to the same business, operational, financial and investment risk inherent in the property sector. The Management of MBW Group shall endeavour to limit the abovementioned risks through, interalia, careful planning and identification of the type of developments, innovative pricing strategies, more prudent financial policy, a close supervision on any property development project and effective management. 9. ESTIMATED LIABILITIES TO BE ASSUMED Apart from the entitlement payments due to PPDSB as disclosed under paragraph 5.15, DPSB is responsible to pay the cost of the land premium to the relevant authorities for the Government land of 15 acres for the amount of Ringgit Malaysia Six Million Five Hundred and Forty Three Thousand (RM6,543,000.00) Only on behalf of PPDSB. Under the DRA, MBW is required to execute and deliver to PPDSB a corporate guarantee to secure the due performance and observance by DPSB of all the terms and conditions under the DRA including but not limited to the payment of the Entitlement by DPSB to PPDSB pursuant to the terms and conditions of the DRA. Page 10 of 10

11 10. FINANCIAL EFFECTS OF THE DRA 10.1 Share capital The DRA does not have any impact on the issued and paid-up share capital of MBW as it does not involve any issuance of new ordinary shares in the Company Earnings and earnings per share ( EPS ) The DRA is not expected to have a material effect on the earnings and EPS of the MBW for the financial year ended ( FYE ) 31 December However, the DRA is expected to contribute positively to the future earnings of MBW Group. Any profit attributable to MBW Group would be realized in stages over the tenure of the project based on the progress of the project Net assets ( NA ) and gearing The Proposal is not expected to have a material effect on the NA and gearing of the MBW for the FYE 31 December Any profit attributable to MBW Group would be realized in stages over the tenure of the project based on the progress of the project Substantial shareholders shareholdings The DRA does not have any impact on the substantial shareholders shareholdings of MBW as it does not involve any issuance of new MBW Shares. 11. APPROVALS REQUIRED The DRA is not subject to approval of shareholders of the Company or any relevant regulatory or governmental authorities. 12. DIRECTORS AND/OR MAJOR SHAREHOLDERS INTEREST None of the Directors, and/or major shareholders and/or persons connected with the Directors and/or major shareholders of MBW has any interest, direct or indirect, in the DRA. 13 STATEMENT BY DIRECTORS Having considered all aspects relating to the DRA, the Board of Directors are of the opinion that the DRA is :- a) in the best interest of the MBW Group; b) fair, reasonable and on normal commercial terms; and c) not detrimental to the interest of the minority shareholders. Page 11 of 11

12 14. DOCUMENTS AVAILABLE FOR INSPECTION A copy of the Development Rights Agreement dated 31 December 2017 is available for inspection at the Registered Office at Suite 5.11 & 5.12, 5th Floor, Menara TJB, No. 9, Jalan Syed Mohd. Mufti, Johor Bahru, Johor from Monday to Friday (except public holidays) during normal business hours for a period of 3 months from the date of this announcement on 1 January This announcement is dated 1 January Page 12 of 12