The Company wishes to announce that its indirect wholly-owned subsidiary, UEM Sunrise South Africa Proprietary Limited (“Seller”) has today entered into a Sale of Shares and Claims Agreement ("SSCA") with Olive Investment Trust ("Purchaser") for the divestment of the Seller’s entire equity interest of 80.4% held in Roc-Union Proprietary Limited ("Roc Union") and claims at a total consideration of Rand 142.6 million (equivalent to approximately RM38.0 million) (“Proposed Divestment”). The claims relate to the total shareholder advances given by the Seller to Roc Union.

The Purchaser is also entering into a similar arrangement to acquire the remaining equity interest of 19.6% in Roc Union held by a local investor.

The Seller is a wholly-owned subsidiary of UEM Sunrise Overseas Corporation Sdn Bhd (“UEMSOC”) and registered as a proprietary company on 3 August 1994 in South Africa under Companies Act 2008. Its present share capital is Rand 200 divided into 200 ordinary shares and its principal activity is property development. Roc Union is a proprietary company incorporated on 30 May 1995 in South Africa with a present share capital of Rand 100 divided into 100 ordinary shares. Its principal activity is investment holding. UEMSOC is a wholly-owned subsidiary of UEM Land Berhad, which in turn is a wholly-owned subsidiary of UEM Sunrise.

The Purchaser is a trust duly formed and registered under the Trust Property Control Act, 1988, (Act 57 of 1988) in accordance with the laws of South Africa.

The consideration is based on Roc Union’s audited accounts for the financial year ended 31 December 2021 after considering Roc Union’s share values and existing shareholder’s advances. 10% or Rand 14.3 million (approximately RM3.8 million) of the consideration is paid by way of a bank guarantee to the attorneys on behalf of the Seller and will be released to the Seller on the closing date, which is 3 business days after the date of the conditions precedent have been fulfilled. The balance 90% or Rand 128.3 million (approximately RM34.2 million) will also be paid on the closing date.

The conditions precedent are to be fulfilled within thirty (30) days of the SSCA date. The conditions include the delivery of both parties' resolutions including UEMSOC's board authorising the Proposed Divestment and the conclusion of a shares sale agreement of the remaining equity interest of 19.6% in Roc Union between the Purchaser and the local investor. The Seller will deliver the original share certificates, amongst others, to the Purchaser on the closing date. Upon the completion of the Proposed Divestment, Roc Union will cease to be a subsidiary (indirect) of UEM Sunrise. The Seller and UEMSOC will then cease operations in Durban, South Africa.

The Proposed Divestment is in line with the Company’s three-pronged turnaround strategic plan – ‘Triage’, ‘Stabilise’ and ‘Sustain’. The first phase, ‘Triage’ is focused on activities to strengthen financial performance and product portfolio, amongst others. It also includes streamlining core businesses to allow the Company to transform into a balanced real estate player. The decision to dispose its entire equity in Roc Union is in line with the Company’s turnaround strategic plan as it allows the Company to realign its operations geographically and redirect resources in businesses and areas which offer greater potential.

None of the Directors and major shareholders of UEM Sunrise and/or persons connected to them have any interest, direct or indirect, in the Proposed Divestment.

Based on the audited consolidated financial statements of the Company for the financial year ended 31 December 2021, the highest percentage ratio applicable to the Proposed Divestment pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 0.61%.

This announcement is dated 19 August 2022.