The principal activities of UMWD are mainly investment holding and property development.

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1 1. INTRODUCTION UMW Holdings Berhad ( UMW Holdings or the Company ) wishes to announce that its wholly-owned subsidiary, UMW Corporation Sdn Bhd ( UMWC ), has today entered into a Settlement Agreement ( the Agreement ) with UMW Development Sdn Bhd ( UMWD ), a 51% subsidiary in the UMW Group, in respect of the settlement of the liabilities due from UMWD to UMWC (as at 31 st July 2015) amounting to RM229,792,101 ( Liabilities ). The settlement of the Liabilities will be made via a transfer of several parcels of land belonging to UMWD to UMWC or any other wholly-owned entity as may be nominated by UMWC, for a total consideration of RM242,462, (Collectively referred to as Transaction ). The Transaction is a related party transaction pursuant to paragraph of the Main Market Listing Requirements ( MMLR ) of Bursa Malaysia Securities Berhad ( Bursa Securities ), details of which are set out in Section 8 of this announcement. 2. INFORMATION ON THE PARTIES 2.1 UMWC UMWC is a company incorporated in Malaysia on 8 th August 1970 with an authorised share capital of RM504,540,000 divided into 500,000,000 ordinary shares of RM1.00 each and 454,000,000 redeemable preference shares of RM1.00 each ( RPS ), of which 238,503,375 ordinary shares and 454,000,000 RPS have been issued and fully paid-up. The principal activities of UMWC are to provide full corporate, administrative, professional, security services and financial support to its subsidiaries and associated companies. UMWC also trades in a range of light and heavy equipment. 2.2 UMWD UMWD is a company incorporated in Malaysia on 30 th November 1982 with an authorised share capital of RM25,000,000 divided into 5,000,000 ordinary shares of RM1.00 each and 20,000, % cumulative redeemable preference shares ( CRPS ) of RM1.00 each, of which 2,000,000 ordinary shares and 8,000,000 CRPS have been issued and fully paid-up. The principal activities of UMWD are mainly investment holding and property development. (Both UMWC and UMWD are collectively referred to as Parties ). 1

2 3. SALIENT TERMS OF THE AGREEMENT 3.1 Liabilities of UMWD As at 31 st July 2015, UMWD has incurred the following liabilities amounted to RM229,792,101 - (a) (b) RM216,615,565 being the payments made by UMWC on behalf of UMWD as well as the outstanding management fees; RM7,761,911 being the accrued interest on Preference Shares and Shareholders Advances as follows - RM 1. Shareholders Advances 1,960, Interest on Shareholders Advances 2,165, Interest on Preference Shares 3,593, Other Accruals 42,918 7,761,911 (c) (d) RM4,000,000 being the short term borrowing from Malayan Banking Berhad ( Maybank ); and RM1,414,625 being the bank overdraft of up to RM2,500,000 from Maybank. 3.2 The Parties agree that the Liabilities be fully settled via the transfer of several parcels of Land (as per the details in Section 3.3 below), belonging to UMWD, free from encumbrances and with vacant possession to UMWC or any other wholly-owned entity as may be nominated by UMWC, for a total consideration of RM242,462, Details of the Land The Land is registered in the name of UMWD, details of which are as follows - (a) Description : Refer to Appendix 1 (b) Total land size : acres (c) Category of land use : Combination of residential, commercial and industrial (d) Type of tenure : Leasehold (e) Expiry date of the lease : Refer to Appendix 1 (f) Encumbrances : Nil 2

3 (g) Audited net book value : RM72,574,720 as at 31 st December 2014 The Land was acquired by UMWD in 1993 at an investment cost of RM30,192, Basis of arriving at the value of the Land The total value of the Land of RM242,462, was arrived at after taking into consideration the average market value of the Land based on the valuation of each land category as carried out by the appointed independent valuers, namely, Messrs Jones Lang Wootton, Messrs Raine & Horne International Zaki + Partners Sdn Bhd and Messrs Khong & Jaafar. 3.5 UMWD s obligations Upon execution of the Agreement, UMWD is to deliver to UMWC the memorandum of transfer and the original issue documents of title in respect of the Land and other transfer documents to be held and dealt with by UMWC in accordance with the provisions of the Agreement. 3.6 State Authorities Consent The Agreement is conditional upon the attainment of the consent from relevant State Authorities for the transfer of the Land from UMWD to UMWC or any other wholly-owned entity as may be nominated by UMWC. Upon the receipt by UMWC of documentary proof that the State Authorities consent has been attained, the Agreement shall become unconditional. 4. RATIONALE The execution of the Agreement will pave the way for UMWD to settle the long outstanding amount owing to UMWC as well as other payments by offsetting them against the transfer of several parcels of land to UMWC or any other wholly-owned entity as may be nominated by UMWC. 5. FINANCIAL EFFECTS OF THE TRANSACTION The Transaction is not expected to have a material effect on the net assets per share, earnings per share and gearing of UMW Holdings for the financial year ending 31 st December It is also expected not to have any material impact on the share capital and substantial shareholders shareholding in the Company. There are no liabilities, including contingent liabilities and guarantees to be assumed by UMW Holdings arising from the Transaction. 3

4 6. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Transaction is expected to be completed by the 1 st Quarter of RISKS IN RELATION TO THE TRANSACTION The financial risks associated with the Agreement are expected to be very limited as the Transaction does not involve any investment in cash. 8. INTEREST OF DIRECTORS AND MAJOR SHAREHOLDERS UMWC, a wholly-owned subsidiary of UMW Holdings, holds 51% equity interest in UMWD, whilst the remaining 39% and 10% equity interests in UMWD are held by Permodalan Nasional Berhad ( PNB ) and Permodalan Negeri Selangor Berhad, respectively. PNB including persons connected to them is a major shareholder, having a 55.63% stake in the Company as at 30 th September Therefore, PNB is deemed interested in the Transaction. Save as disclosed above, none of the Directors and/or other Major Shareholders of UMW Holdings or persons connected to them have any interest, direct and/or indirect, in the Transaction. 9. TRANSACTION WITH THE SAME RELATED PARTY The total amount transacted between the Company and its subsidiaries and PNB and/or persons connected to them in the preceding 12 months was approximately RM3,601, STATEMENT BY THE AUDIT COMMITTEE The Audit Committee of UMW, having considered all relevant aspects of the Transaction and having reviewed the valuations conducted by the appointed independent valuers, is of the view that the Transaction is in the best interests of the Company, fair and reasonable, and on normal commercial terms and are not detrimental to the interests of the minority shareholders of the Company. 11. STATEMENT BY THE BOARD OF DIRECTORS The Board having considered all relevant aspects of the Transaction, and after careful deliberation, is of the opinion that the Transaction is in the best interests of the Company and the Group. 4

5 12. APPROVAL REQUIRED The Transaction is not subject to the approval of the shareholders of UMW Holdings. 13. HIGHEST PERCENTAGE RATIO APPLICABLE TO THE TRANSACTION The highest percentage ratio applicable to the Transaction pursuant to Paragraph 10.02(g) of the MMLR of Bursa Securities is 3.68%, computed based on the latest audited financial statements of UMW Holdings for the financial year ended 31 st December DOCUMENTS AVAILABLE FOR INSPECTION Copy of the Agreement will be made available for inspection, in accordance with UMW s Documents Inspection Policy, at the Company s registered office at 3 rd Floor, The Corporate, No. 10, Jalan Utas (15/7), Batu Tiga Industrial Estate, Shah Alam, Selangor Darul Ehsan, during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 27 th November cc - Securities Commission (Corporate Finance & Investments) 5

6 APPENDIX 1 Title No. Mukim/District State Land Area (Acres) Consideration Value (RM) Category Expiry Date of Lease Lot Selangor ,522, Residential 25 Oct PN15874 Lot Selangor ,660, Commercial 25 Oct PN Lot Selangor ,691, Residential 25 Oct PN15878 Lot Selangor ,916, Residential 25 Oct PN15879 Lot Selangor ,436, Commercial 25 Oct PN Lot Selangor ,197, Residential 25 Oct PN Lot Selangor ,214, Commercial 25 Oct PN Lot Selangor ,254, Residential 25 Oct PN Lot Selangor ,911, Residential 25 Oct PN Lot Selangor ,968, Commercial 25 Oct PN Lot Selangor ,779, Residential 25 Oct PN PT HS(D) (Lot PN 97907) Selangor , Residential 7 July 2109 Lot PN Selangor ,166, Industrial 25 Oct PT HS(D) (Lot PN 97893) Selangor ,072, Industrial 7 July

7 Title No. Mukim/District State Land Area (Acres) Consideration Value (RM) Category Expiry Date of Lease PT HS(D) (Lot PN 97894) Selangor ,054, Industrial 7 July 2109 PT HS(D) (Lot PN 97895) PT HS(D) (Lot PN 97896) PT HS(D) (Lot PN 97903) Selangor ,522, Industrial 7 July 2109 Selangor ,283, Industrial 7 July 2109 Selangor ,777, Industrial 7 July 2109 PT HS(D) (Lot PN 97904) PT HS(D) (Lot PN 97905) PT HS(D) (Lot PN 97906) PT HS(D)45101 (Lot PN 97901) Grand Total (Mixed Development, Industrial & Commercial) Selangor ,767, Industrial 7 July 2109 Selangor ,240, Industrial 7 July 2109 Selangor ,985, Industrial 7 July 2109 Selangor ,516, Commercial 7 July ,462,

UMW HOLDINGS BERHAD (90278-P) GENERAL ANNOUNCEMENT

UMW HOLDINGS BERHAD (90278-P) GENERAL ANNOUNCEMENT GENERAL ANNOUNCEMENT EXECUTION OF A SHARE SALE AND PURCHASE AGREEMENT BETWEEN UMW CORPORATION SDN BHD, PERMODALAN NASIONAL BERHAD AND UMW DEVELOPMENT SDN BHD 1. INTRODUCTION UMW Holdings Berhad ( UMW Holdings