TROPICANA CORPORATION BERHAD ( TROPICANA )

TROPICANA CORPORATION BERHAD ( TROPICANA ) DISPOSAL OF FREEHOLD LAND WITH DEVELOPABLE AREA MEASURING IN AGGREGATE OF APPROXIMATELY 251.5855 ACRES IN AREA IN THE MUKIM OF PULAI, DISTRICT OF JOHOR BAHRU, NEGERI JOHOR DARUL TAKZIM, BY TROPICANA DESA MENTARI SDN. BHD. ( TDM OR VENDOR ), A WHOLLY-OWNED SUBSIDIARY OF TROPICANA GOLF & COUNTRY RESORT BERHAD ( TGCRB ), WHICH IN TURN IS A WHOLLY-OWNED SUBSIDIARY OF TROPICANA, TO TIARN OVERSEA GROUP SDN. BHD. ( TIARN ), FOR A CASH CONSIDERATION OF RM569,871,328 1. INTRODUCTION We refer to the announcements made in relation to the Proposed Disposal dated 30 May 2016 and 30 June 2016 ( Announcements ). Unless otherwise defined herein, the abbreviations used in this announcement are the same as those previously defined in the Announcements. The Board of Directors of Tropicana wishes to announce that Tropicana Desa Mentari Sdn. Bhd. ( TDM or Vendor ), a wholly-owned subsidiary of Tropicana Golf & Country Resort Berhad which in turn is a wholly-owned subsidiary of Tropicana Corporation Berhad ( Tropicana ), had on 1 July 2016, entered into a sales and purchase agreement ( SPA ) with Tiarn Oversea Group Sdn. Bhd. ( TIARN or Purchaser ) for the disposal of freehold land with developable area measuring in aggregate of approximately 251.5855 acres in area in the Mukim of Pulai, District of Johor Bahru, Negeri Johor Darul Takzim ( Land ) for a cash consideration of RM569,871,328 ( Sales Consideration ) ( Disposal ). 2. INFORMATION OF THE DISPOSAL 2.1 Information on the Vendor The Vendor is a private limited company incorporated on 19 August 1994 in Malaysia under the Companies Act, 1965 ( Act ). The present authorised share capital of the Vendor is RM1,000,000 comprising 1,000,000 ordinary shares of RM1.00 each, for which 1,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up. The principal activities of the Vendor are that of property development and property investment. 2.2 Information on the Purchaser The Purchaser is a private limited company incorporated on 10 June 2016 in Malaysia under the Act. The present authorised share capital of the Purchaser is RM400,000 comprising 400,000 ordinary shares of RM1.00 each, for which 10 ordinary shares of RM1.00 each have been issued and fully paid-up. The principal activities of the Vendor are that of investment holding and property development. 1

2.3 Details of the Land Further information on the Land as follows: Proprietor : Tropicana Desa Mentari Sdn. Bhd. Description and Title Number : (a) GM 800, Lot 313 (4.0469 hectares); (b) GM 801, Lot 321 (3.7939 hectares); (c) GM 802, Lot 324 (3.4398 hectares); (d) GM 803, Lot 325 (3.5157 hectares); (e) GM 804, Lot 326 (3.4145 hectares); (f) GM 805, Lot 327 (3.3639 hectares); (g) GM 806, Lot 328 (3.3892 hectares); (h) GM 786, Lot 337 (3.7939 hectares); GM 808, Lot 339 (3.8698 hectares); (j) GM 787, Lot 340 (3.7939 hectares); (k) GM 809, Lot 342 (3.2881 hectares); (l) GM 810, Lot 343 (4.1733 hectares); (m) GRN 436669, Lot 795 (37.522 hectares); (n) GRN 105314, Lot 797 (44.4142 hectares); (o) GM 1199, Lot 65678 (approximately 1.18 hectares); (p) GM 1200, Lot 65679 (approximately 2.115 hectares); (q) GM 1201, Lot 65680 (approximately 1.974 hectares); and (r) GM 1202, Lot 65681 (approximately 0.8759 hectares), in the Mukim of Pulai, District of Johor Bahru, Negeri Johor Darul Takzim. Land area : Aggregate approximately 131.964 hectares in gross area with developable area measuring in aggregate of approximately 251.5855 acres Category of Land Use : GM 800, GM 801, GM 802, GM 803, GM 804, GM 805, GM 806, GM 786, GM 808, GM 787,GM 809 and GM810: Agriculture Existing Use : Vacant land GRN 436669 and GRN 105314: Nil GM 1199, GM 1200, GM 1201 and GM 1202: Perusahaan/Perindustrian Restriction-in-interest : Nil, except for GM1202, Lot 65681 which states tidak dibenarkan dipindahmilik dengan apa cara sekalipun melainkan bangunan kilang disyarat nyata telah mula dibina mengikut pelan yang diluluskan oleh pihak berkuasa tempatan yang berkenaan Tenure : Freehold Express Condition : GM 800, GM 801, GM 802, GM 803, GM 804, GM 805, GM 806, GM 786, GM 808, GM 787, GM 809 and GM 810: (a) "Tanah hendaklah ditanam dengan tanaman getah (b) "Pemilik tanah hendaklah sepanjang masa mengambil langkah-langkah menurut perintah yang dikehendaki oleh pentadbir tanah menjaga tanah ini daripada hakisan GRN 436669 and GRN 105314: Nil GM 1199, GM1200, GM 1201 and GM 1202: (a) "Tanah ini hendaklah digunakan sebagai kawasan industri sederhana untuk tujuan perusahaan mengeluarkan tanah liat 2

Net book value as at 31 December 2015 bagi perusahaan batu bata dan kegunaan lain yang berkaitan dengannya, dibina mengikut pelan yang diluluskan oleh pihak berkuasa tempatan yang berkenaan (b) "Segala kekotoran dan pencemaran akibat daripada aktiviti ini hendaklah disalurkan/dibuang ke tempat-tempat yang telah ditentukan oleh pihak berkuasa berkenaan (c) "Segala dasar dan syarat yang ditetapkan dan dikuatkuasakan dari semasa ke semasa oleh pihak berkuasa berkenaan hendaklah dipatuhi : RM413,686,520 Encumbrances : The Land is currently charged to Alliance Bank Malaysia Berhad Original cost of investment / Date of investment : RM366,550,573 / 13 September 2013 2.4 Basis of the Sales Consideration The Sales Consideration was arrived based on negotiations between the parties on a willingbuyer willing-seller basis after taking into consideration, among others, the following: The prevailing market value of the Land; and The original cost of investment of the Land. 2.5 Salient Terms of the Disposal The salient terms of the SPA include, amongst others, the following: 2.5.1 Basis of Sale The Land is to be sold to the Purchaser free from encumbrances and with vacant possession but subject to all restrictions in interest and conditions of title, whether express or implied affecting the Land and subject to the category of land use affecting the Land and subject to all the terms and conditions in the SPA. 2.5.2 Project (iii) The entire development on the Land will be implemented in 2 phases in accordance with the Development Order ( Project ). Subject to Section 2.5.2 (iii) below, TIARN will develop an area of 60 acres forming part of the Land ( Phase 1 Land ) as the phase 1 development of the Land ( Phase 1 ), and the remainder of the Land measuring 191.5855 acres will constitute the phase 2 development of the Land ( Phase 2 ). Notwithstanding Section 2.5.2 above, following the master plan for the development approval having been finalised by TIARN, the parties shall enter into a supplemental agreement prior to the Unconditional Date (as defined below) to confirm on the size/area and location of the Phase 1 Land (and consequentially, the size/area and location of the Phase 2 Land (as defined below)) and provide for any consequential changes which are required arising therefrom, upon terms consistent with the terms of the SPA. 3

(iv) (v) Simultaneous with execution of the SPA and payment of the Deposit (as defined below), TDM shall grant a limited power of attorney to TIARN to inter alia, sign and apply for building plans and such other consents or permits as may be necessary to implement and complete the Project and execute such documents as may be necessary or expedient to exercise the rights and powers and duties of TIARN in relation to the development of the Land under the SPA and to undertake, manage, operate, implement and market and deal with the Project in such manner as it deems appropriate in accordance with the provisions of the SPA. TIARN shall be entitled to all proceeds of sale, revenue, profit, payment and consideration of all types in respect of all matters relating to the Project. 2.5.3 Payment terms of the Sales Consideration The Sales Consideration is payable in full by the Purchaser as follows: 2.5.3.1 Deposits and Additional Deposit Upon execution of the SPA, TIARN shall pay a sum of RM5,000,000 to TDM as an initial deposit payment ( Deposit ); and TIARN shall within 6 months following the date of the SPA pay to TDM a further sum of RM5,000,000 as an additional deposit sum ( Additional Sum ). 2.5.3.2 Consideration for Phase 1 Land The parties agree that the purchase price payable for the Phase 1 Land based on the fixed area stipulated in Section 2.5.2 and subject always to any change pursuant to the SPA shall be RM104,544,000, calculated in accordance with the following formula: Agreed actual land area of the Phase 1 Land of 2,613,600 square feet x RM40.00 per square foot = Phase 1 Land Price ( Phase 1 Land Price ). All good and services tax payable pursuant to the Goods and Services Tax Act 2014 ( GST ) ( GST Act ) (if applicable and required to be collected by TDM) payable in accordance with the GST Act in respect of the sale and supply of the Phase 1 Land shall be borne and paid by TIARN. In the event of any change to the area of the Phase 1 Land pursuant to the SPA, there shall be a corresponding adjustment to the Phase 1 Land Price calculated in accordance with the above formula. (iii) The total consideration payable for TDM for the Phase 1 Land ( Phase 1 TDM s Entitlement ) shall comprise of the Phase 1 Land Price and Phase 1 Project Entitlement (as defined below). The balance of the Phase 1 Land Price (after deducting the Deposit and Additional Deposit) ( Phase 1 Land Price Balance ) shall be paid by TIARN to TDM over a period of 3 years from the date falling on the day after the expiry of a 3 month period after the date upon which the Conditions Precedent (as defined below) have been fulfilled/obtained or waived in accordance with the terms of the SPA ( Unconditional Date ) ( Payment Commencement Date ) in the following manner: (a) 20% of Phase 1 Land Price Balance on or before the last day of the first year after the Payment Commencement Date; 4

(b) (c) 30% of Phase 1 Land Price Balance on or before the last day of the second year after the Payment Commencement Date; and 50% of Phase 1 Land Price Balance on or before the last day of the third year after the Payment Commencement Date. (iv) (v) (vi) TIARN shall also pay to TDM on or before the last day of the third year after the Payment Commencement Date an aggregate amount equivalent to 30% of the Phase 1 Land Price as TDM s entitlement under the Phase 1 Land development ( Phase 1 Project Entitlement ). In the event that TIARN is unable to settle any part of the 50% of the Phase 1 Land Price Balance in accordance with Section 2.5.3.2 (iii)(c) or any part of the Phase 1 Project Entitlement in accordance with Section 2.5.3.2 (iv) above, TIARN shall be entitled to an automatic extension of 6 months commencing from the expiry of the applicable payment periods subject to the payment of interest at the rate of 8% per annum ( Late Payment Interest ) calculated on a daily basis on the relevant outstanding amount for the extended period until the date of full payment. After settlement of the redemption sum for the Phase 1 Land or any part or portion thereof for which a redemption sum has been agreed upon by the Chargee ( Redeemed Phase 1 Land Portion ), TDM shall discharge the Phase 1 Land or Redeemed Phase 1 Land Portion and deliver and deposit all relevant transfer documents (including duly signed memorandum of transfer in favour of the respective purchasers of units comprised in the Project, where applicable) in respect of the Phase 1 Land or any Redeemed Phase 1 Land Portion with the parties jointly appointed stakeholder ( Titles Stakeholder ). 2.5.3.3 Consideration for Phase 2 Land TIARN will develop the remaining land forming part of the Land after excluding the Phase 1 Land ( Phase 2 Land ) as the phase 2 development project. The purchase price payable for the Phase 2 Land based on the fixed area stipulated in Section 2.5.2 shall be RM333,818,560, calculated in accordance with the following formula: Agreed actual land area of the Phase 2 Land of 8,345,464 square feet x RM40.00 per square foot = Phase 2 Land Price ( Phase 2 Land Price ). All GST payable (if applicable and required to be collected by TDM) in accordance with the GST Act in respect of the sale and supply of the Phase 2 Land shall be borne and paid by TIARN. In the event of any change to the area of the Phase 2 Land arising from Section 2.5.2 (iii), there shall be a corresponding adjustment to the Phase 2 Land Price calculated in accordance with the above formula. (iii) (iv) The total consideration payable to TDM for the Phase 2 Land ( Phase 2 TDM s Entitlement ) shall comprise the Phase 2 Land Price and Phase 2 Project Entitlement (as defined below). TIARN shall pay to TDM the Phase 2 Land Price in the following manner: (a) (b) 5% of the Phase 2 Land Price on or before the last day of the second year after the Payment Commencement Date; 20% of the Phase 2 Land Price on or before the last day of the third year after the Payment Commencement Date; 5

(c) (d) 25% of the Phase 2 Land Price on or before the last day of the fourth year after the Payment Commencement Date; and 50% of the Phase 2 Land Price on or before the last day of the fifth year after the Payment Commencement Date. (v) (vi) TIARN shall also pay to TDM on or before the last day of the fifth year after the Payment Commencement Date an aggregate amount equivalent to 30% of the Phase 2 Land Price as the TDM s entitlement under the Phase 2 Land project ( Phase 2 Project Entitlement ). It is hereby irrevocably agreed by TDM and TIARN that the Phase 2 TDM s Entitlement and all monies paid by TIARN to TDM shall be utilised and applied in accordance with the priority and manner set out below: (a) (b) to fully settle and pay the redemption sum for redeeming the Phase 2 Land; and to fully settle and pay all outstanding amounts and outgoings payable in relation to the Phase 2 Land. (vii) (viii) In the event that TIARN is unable to settle any part of 50% the Phase 2 Land Price in accordance with Section 2.5.3.3 (iv)(d) or any part of the Phase 2 Project Entitlement in accordance with Section 2.5.3.3 (v), TIARN shall be entitled to an automatic extension of 3 months commencing from the expiry of the applicable payment periods subject to the payment of Late Payment Interests on the relevant outstanding amount for the extended period until the date of full payment. After settlement of the redemption sum for the Phase 2 Land or any part or portion thereof for which a redemption sum has been agreed upon by the Chargee ( Redeemed Phase 2 Land Portion ), TDM shall discharge the Phase 2 Land or Redeemed Phase 2 Land Portion and deliver and deposit all relevant transfer documents (including duly signed memorandum of transfer in favour of the respective purchasers of units comprised in the Project, where applicable) in respect of the Phase 2 Land or any Redeemed Phase 2 Land Portion with the parties jointly appointed Titles Stakeholder. 2.5.4 Conditions Precedent The SPA is conditional upon and subject to the following conditions precedent being fulfilled/obtained or waived: (a) (b) TDM having applied for and obtained, at the costs and expenses of TIARN, the relevant development order or development approval in accordance with proposed development plan which was prepared, determined and agreeable by TIARN and which complies with the requirements of the relevant authorities (with plot ratio of not more than 4.0) ( Development Order ); TDM having applied for and obtained, at the costs and expenses of TIARN, the approval of the relevant authorities (whether in the Development Order or other documentation) for the following: (1) the right to construct a highway interchange on the Land or other land in the vicinity of the Land in accordance with TIARN s proposed site/location, which shall not be located within the area as demarcated in blue in the layout plan set out in the Annexure of the SPA; 6

(2) the right to construct and use an access road connecting the road marked in yellow in the layout plan set out in the Annexure of the SPA; and (3) the right of enlargement of the existing tunnel marked in green in the layout plan set out in the Annexure of the SPA. (collectively, the Additional Infrastructure Construction Approvals ) (c) (d) (e) (f) (g) TDM having applied for and obtained, at the costs and expenses of TIARN, the approval of the relevant authorities for conversion of the category of land use and sub-division of the Land based on the Development Order obtained ( Conversion Approval ); TDM having secured written confirmation(s) or approval(s) or no objection from the Chargee to release or make available the original titles to the Land to TDM or TDM s solicitors for the purposes of conversion and sub-division of the Land ( Chargee s Approval ); if required, TDM having applied for and obtained the cancellation of the surrender of titles submission which was submitted by TDM for the purposes of conversion of such Land titles ( Surrender Cancellation Approval ); if required, Tropicana, being the holding company of TDM, having obtained the approval of its shareholders within a period of not more than 4 months after the date of the SPA (or such extended period mutually agreed upon by the parties) for the sale of the Land pursuant to the terms of the SPA; and if required, the approval of the Estate Land Board and/or the relevant State Authority (as the case may be) having being obtained for the sale and/or transfer (where applicable) of the Land ( ELB Approval and/or State Authority Approval ). (collectively, the Conditions Precedent ) (iii) The Conditions Precedent shall be fulfilled/obtained or (where permitted by applicable law) waived within the date falling 12 months after the date of the SPA ( CP Period ), failing which, the CP Period shall be automatically extended by a period of 6 months from the date of expiry of the CP Period ( Extended CP Period ). Subject always to Section 2.5.2 (iv), if the Conditions Precedent are not fulfilled/obtained or waived by the expiry of the Extended CP Period, either of the parties shall be entitled: (a) (b) to request for an extension of the Extended CP Period to such extended date as the parties may mutually agree, in which case the parties shall discuss and seek to agree in good faith on an appropriate period for extension of the Extended CP Period; or if the parties are unable to mutually agree to an extension of the Extended CP Period, to terminate the SPA, and TDM shall in such event refund the Deposit and the Additional Deposit to TIARN in accordance with the provisions of Section 2.5.5. 7

2.5.5 Non-fulfilment of Conditions Precedent In the event that any of the Conditions Precedent shall have been refused and appeal or appeal(s) to the respective authorities or persons against such refusal have not been successful, or any of the Conditions Precedent shall not have been fulfilled by the expiry of the CP Period or the Extended CP Period (as the case may be), unless extended by mutual agreement of the parties, either party shall be entitled to terminate the SPA and thereupon the SPA shall be deemed terminated and be of no further effect whatsoever, and in such event TDM shall, within 30 days of such termination, refund all monies paid (if any) towards the Sales Consideration, free of interest to TIARN. TDM shall be at liberty to sell or otherwise deal with the Land in such manner and to such persons as TDM shall deem fit. TIARN shall against the refund of the said monies, deliver or caused to be delivered to TDM all of the following: the duly signed notices of the withdrawal of the caveats and any encumbrances as may have been lodged by TIARN against the Land together with the prescribed registration fees or documentary evidence that the said notices of the withdrawal of the caveats and encumbrances have been presented by TIARN s solicitors with all the relevant authority or entity or agency exercising executive, legislative and judicial, regulatory or administrative functions in respect of the Land or the parties and/or any other matters contemplated in the SPA ( Relevant Authorities ) (as the case may be); and if applicable, all such other documents, if any, as shall have been delivered by or on behalf of TDM to TIARN, TIARN s solicitors, the bank or other financial institution which TIARN may apply for a loan from ( Financier ) and/or the Financier s solicitors under or pursuant to the SPA. 2.6 Expected net gain and utilisation of proceeds The expected gain from the Disposal is approximately RM55.5 million (net of tax payable); and The net proceeds of approximately RM218.4 million after repayment of bank borrowings, taxes and any related expenses arising from the Disposal are expected to be utilised for the working capital and/or repayment of bank borrowings of Tropicana and its group of companies ( Tropicana Group ). 2.7 Liabilities to be assumed by Purchaser There is no liability to be assumed, including any contingent liability and guarantee, by the Purchaser pursuant to the Disposal. 3. RATIONALE The rationales for the Disposal are: to realise gain via sale of Land; and to raise funds as working capital and/or repayment of bank borrowings of Tropicana Group. The Disposal is also in line with Tropicana Group s de-gearing exercise to strengthen its financial footing. 8

4. EFFECTS OF THE DISPOSAL 4.1 Share capital and substantial shareholders shareholding The Disposal will not have any effect on the issued and paid-up share capital of Tropicana and the substantial shareholders shareholding in Tropicana, as the Disposal does not involve any issuance of shares in Tropicana. 4.2 Earnings, earnings per share, net assets per share and gearing The Disposal is expected to be completed in the 2 nd half of 2022 and has no significant effect on earnings per share and net assets per share of Tropicana for the financial year ending 31 December 2016. 5. APPROVALS REQUIRED The Disposal is not subject to the approval of the shareholders of Tropicana but is subject to the following approvals being obtained: (iii) (iv) (v) (vi) Development Order approval; Additional Infrastructure Construction Approvals; Conversion Approval; Chargee s Approval; Surrender Cancellation Approval; and ELB Approval and/or State Authority Approval. 6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED None of the Directors and/or major shareholders of Tropicana and its subsidiaries and/or persons connected to them have any interest, direct or indirect, in the Disposal. 7. DIRECTORS RECOMMENDATION The Board of Directors, having considered all aspects of the Disposal, is of the opinion that the Disposal is in the best interest of Tropicana. 8. HIGHEST PRECENTAGE RATIO The highest percentage ratio applicable to the Disposal pursuant to Paragraph 10.02(g) of the Bursa Malaysia Securities Berhad s Main Market Listing Requirements is approximately 18.5% based on the latest audited financial statements of Tropicana as at 31 December 2015. 9. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Disposal is expected to be completed in the 2 nd half of 2022. 9

10. DOCUMENTS FOR INSPECTION The SPA is available for inspection by the shareholders of Tropicana at the registered office of Tropicana at Lot LG-A1, Lower Ground Floor, Tropicana City Mall, No. 3 Jalan SS20/27, 47400 Petaling Jaya, Selangor Darul Ehsan, during normal business hours from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement. This announcement is dated 1 July 2016. 10