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									Attachment I – Details of Sunway REIT and the Proposed Listing Scheme



The approval of the SC for the matters set out in Section 1 of this announcement is subject to the following terms
and conditions:

Terms

(i)      Acquisition of the following real estates by Sunway REIT:

                                                                                     To be satisfied via
                                                                  Purchase     Consideration in     Consideration in
                                                              Consideration             Units1                Cash2
 Properties                           Vendors                      RM’000             RM’000               RM’000
 Sunway Pyramid Shopping          Sunway Pyramid Sdn              2,300,000            844,643            1,455,357
 Mall                             Bhd
 Sunway Carnival Shopping         Sunway Carnival Sdn               250,000            124,500               125,500
 Mall                             Bhd
 SunCity Ipoh Hypermarket         Peluang Klasik (M)                 50,000                   -               50,000
                                  Sdn Bhd
 Sunway Resort Hotel & Spa        Sunway Resort Hotel               480,000                   -              480,000
                                  Sdn Bhd
 Pyramid Tower Hotel              Sunway Resort Hotel               270,000                   -              270,000
                                  Sdn Bhd
 Sunway Hotel Seberang Jaya       Sunway Hotel                       56,000                   -               56,000
                                  (Seberang Jaya) Sdn
                                  Bhd
 Menara Sunway                    Menara Sunway Sdn                 138,000                   -              138,000
                                  Bhd
 Sunway Tower                     Sunway Tower 2 Sdn                185,000              56,000              129,000
                                  Bhd
 Total purchase                                                    3,729,000          1,025,143            2,703,857
 consideration



Notes:
(1)      The issue price shall be subject to a price adjustment.
(2)      The cash portion of the consideration comprises cash from the Proposed IPO and loan to be obtained from Malaysian
         banking institutions. The cash portion of the purchase consideration shall be subject to a price adjustment.

(ii)     1,025,143,000 units of Sunway REIT to be issued to the vendors pursuant to the acquisitions of the
         REIT properties;
Attachment I – Details of Sunway REIT and the Proposed Listing Scheme

(iii)    1,654,969,300 units of Sunway REIT to be offered for subscription via public offering to be allocated as
         follows:

                                                                                       Number of units

         (a) Malaysian public (via balloting) of which 30% to be set aside for             134,005,600
             Bumiputera individuals, companies, societies and cooperatives

         (b) Institutional and selected investors (via bookbuilding exercise)            1,520,963,700

                                                                                         1,654,969,300

         ;and

(iv)     Listing of and quotation for the entire 2,680,112,300 issued units of Sunway REIT on the Main Market
         of Bursa Securities

Conditions

(i)      The Manager or its advisers to clearly disclose in the prospectus:

         (a)      the rationale of having the price adjustment;

         (b)      clear growth strategy and plans for Sunway REIT in the medium-term and long-term, such as
                  acquisitions of additional real estates; and

         (c)      the expected date of obtaining the Certificate of Fitness from the authority for the ramp built
                  on the New Pantai Expressway from Kuala Lumpur direction, which leads into the Sunway
                  Pyramid Shopping Mall.

(ii)     For Sunway Resort Hotel & Spa, Sunway Resort Hotel Sdn Bhd is to rectify the renovation carried out
         on Level 20 and Level 21 (The Presidential Suit/Penthouse) within 12 months from the date of SC’s
         approval letter;

(iii)    For Sunway Hotel Seberang Jaya, Sunway Hotel (Seberang Jaya) Sdn Bhd is to rectify renovation and
         relocation works carried out within the subject compound within 12 months from the date of the SC’s
         approval letter;

(iv)     For Menara Sunway, Menara Sunway Sdn Bhd is to rectify all unapproved structures located on Level
         B2A of Menara Sunway Annexe; i.e. the office space, within 12 months from the date of SC’s approval
         letter;

(v)      In the event the owners’ applications to the respective local council for the renovation works are
         rejected, the cost incurred to rectify any of the renovation should be borne by the owners, and not
         charged to the REIT;

(vi)     The Manager or its advisers to provide evidence of compliance with Clause 3.04(d) and Clause 3.28 of
         the REIT Guidelines prior to the registration of the prospectus of Sunway REIT;

(vii)    The Manager or its advisers to submit an operational audit report of Sunway REIT’s operation to the SC
         within 6 months after Sunway REIT is launched and listed. The appointment of the auditors and scope
         of work shall be subject to the SC’s clearance;

(viii)   The approval for exemption to Clause 3.04(c) of the REIT Guidelines; i.e. to waive the requirement for
         the Manager to have 30% Bumiputera equity, is subject to the Manager maintaining 30% local
         shareholding at all times;
Attachment I – Details of Sunway REIT and the Proposed Listing Scheme


(ix)    The approval for exemption to Clause 14.04 of the Prospectus Guidelines; i.e. to waive the requirement
        for the Manager to provide details of direct and indirect interest of the directors and substantial
        shareholders of the REIT Manager in other corporations carrying on similar business in the prospectus,
        is only allowed in relation to the following substantial shareholders:

        (a)          Singapore Minister for Finance Incorporated (MFFI); and

        (b)          Government of Singapore Investment Corporation Pte. Ltd. (GIC).

(x)     The Manager or its adviser to inform the SC the listing date of Sunway REIT prior to the Proposed
        Listing;

(xi)    The Manager or its adviser to inform the SC upon the completion of the Proposed Listing; and

(xii)   The listing of Sunway REIT must be completed within 6 months from the date of the SC’s approval
        letter. SC’s approval is deemed to lapse if the Manager fails to do so within the stipulated timeframe.

The SC notes that 100,000,000 units (which forms part of the initial fund size approved by the SC) are reserved
for future issuance as part payment of management fee to the Manager.




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