Bursa Announcements

Contents:-

1. INTRODUCTION

AmanahRaya-REIT Managers Sdn Bhd ("ARRM" or the "Manager"), the management company of ARREIT wishes to announce that on 26 June 2012, CIMB Islamic Trustee Berhad (formerly known as CIMB Trustee Berhad)("Trustee" or "the Vendor") as trustee for ARREIT has entered into a Sale and Purchase Agreement ("SPA") with Tenaga Nasional Berhad (Company No. 200866-W) ("TNB" or "the Purchaser") for disposal of Wisma UEP (as defined hereinafter) to TNB for a cash consideration of RM40,000,000.00 ("Disposal Consideration").

2. DESCRIPTION OF WISMA UEP

All that piece and parcel of land held under HS (D) 52531 PT No.11303, Mukim of Damansara, District of Petaling, State of Selangor Darul Ehsan measuring approximately 29,788 square feet in area ("the Land") together with an eleven (11) storey office building with three (3) levels of basement car park known as "Wisma UEP" erected thereon including the fixtures, fittings, plants and equipments required by authorities and/or required for Wisma UEP to be fully operational (including the lift and air conditioning system) ("the Fixtures and Equipment") bearing postal address Wisma UEP, Jalan USJ 10/1A, 47620 Subang Jaya, Selangor Darul Ehsan ("the Building").

The Land, the Building together with the Fixtures and Equipment shall collectively be referred to as "Wisma UEP".

3. DETAILS OF THE PROPOSED DISPOSAL

Salient terms and conditions of the Proposed Disposal

The salient terms and conditions of the SPA are as follows:-

SPA

(A) Subject to the terms and conditions of the SPA, the Vendor shall sell and the Purchaser shall purchase Wisma UEP in its present state and condition (fair wear and tear excepted from the date of the SPA up to the Completion Date (as define in the SPA) BUT SUBJECT ALWAYS TO the rectification works to be carried out as provided therein together with the benefit of the rights, title and interest thereto free from all encumbrances subject to the existing tenancies of Wisma UEP and the conditions expressed or implied in the issue document of title to Wisma UEP for the Disposal Consideration.

COMPLETION AND INTEREST RATE FOR EXTENSION

The date where the full of the Balance Disposal Consideration (as defined hereinafter) and interest accrued thereon in the manner set out below within the period of three (3) months from the Unconditional Date (as defined hereinafter) ("Completion"). The Completion can be extended for a period of one (1) month and the interest rate for extension will be calculated at the rate of 8% p.a. of the Disposal Consideration.

PAYMENT OF CONSIDERATION

(A) The Disposal Consideration shall be paid by the Purchaser in the following manner:

(a) Deposit Sum

(i) The Vendor acknowledges that the sum of Ringgit Eight Hundred Thousand (RM800,000-00) only have already been paid to the Vendor, prior to the execution of the SPA as earnest deposit and towards part payment of the Disposal Consideration (the "Earnest Deposit").

(ii) Ringgit Three Million Two Hundred Thousand (RM3,200,000-00) only to be paid to the Vendor upon execution of the SPA (the "Balance Deposit").

The Earnest Deposit and the Balance Deposit shall collectively be referred to as the "Deposit Sum".

(b) Balance Disposal Consideration

(i) the balance Disposal Consideration ("the Balance Disposal Consideration") shall be paid by the Purchaser to the Vendor's Solicitors by the Completion and the Vendor's Solicitors shall be authorised to release the Balance Disposal Consideration in accordance with the following payment tranches:

(A) Ringgit Twenty Nine Million (RM29,000,000.00) only shall be released to the Vendoron the date of the delivery of the legal possession of Wisma UEP by the Vendor to the Purchaser;

(B) Ringgit Two Million (RM2,000,000.00) only shall be released to the Vendor within fourteen (14) days upon the expiry of the Rectification Period (as defined hereinafter) (the "Third Tranche"); and

(C) Ringgit Five Million (RM5,000,000.00) only shall be released to the Vendor within fourteen (14) days from the date of expiry or earlier termination of the last of the existing tenancies.

CONDITIONS PRECEDENT

(A) The SPA is conditional upon and shall be subject to the following conditions precedent (the "Conditions Precedent") being fulfilled within the period of two (2) months from the date of the SPA (the "Prescribed Period") or such other period as mutually agreed by the parties:

(i) the Purchaser obtaining the approval of its board of directors in respect of the purchase of Wisma UEP from the Vendor;

(ii) the Vendor with assistance from the Manager shall procure the Existing Tenants to the existing tenancies to execute a novation agreement (the "Tenancy Novation Agreement");

(B) In the event that the Conditions Precedent are not fulfilled within the Prescribed Period or any extended period as shall be mutually agreed upon by the parties in writing, this Agreement shall lapse and the Vendor shall refund to the Purchaser all monies received by the Vendor from the Purchaser towards account of the Disposal Consideration together with all interest accrued thereon, in any event not later than fourteen (14) days from the date of notification in writing by the Purchaser, failing which the said sum shall be deemed a debt due and owing by the Vendor to the Purchaser whereby the Purchaser shall be entitled to take the necessary legal action to recover the said sum from the Vendor. Thereafter this Agreement shall be deemed null and void and be of no further effect and neither party hereto shall have any claim whatsoever against the other.

(C) The SPA shall become unconditional from the date all of the Conditions Precedent as stipulated therein have been fulfilled ("Unconditional Date").

BUILDING AUDIT

(A) Prior to the date of this Agreement, the Vendor has authorised the Purchaser or its representatives to conduct the building audit (the "Building Audit"). The list of the defects to Wisma UEP identified by the Purchaser pursuant to the Building Audit is attached in the SPA. The parties agree and acknowledge that the list contains the details of the rectification works which have been identified by the Purchaser and agreed to be rectified by the Vendor (the "List of Defects").The parties agree that the List of Defects shall be final and binding on the parties and that there will be no further amendment to be made thereto by the parties.

(B) The Vendor shall repair and make good the defects which have been identified by the Purchaser and agreed to be rectified by the Vendor as contained in the List of Defects within three (3) months from the Unconditional Date.

(C) If there are any defects in Wisma UEP(save and except for normal fair wear and tear) which shall become apparent within a period of three (3) calendar months after the rectification works had been completed (the "Rectification Period"), the Vendor agrees that such defects shall be repaired and made good by the Vendor at its own cost and expense within thirty (30) days of it having received written notice thereof from the Purchaser failing which the Purchaser shall, subject to the prior notification to the Vendor and the Manager, be entitled to recover from the Vendor the cost of repairing and making good the same by setting off such sum from the Third Tranche of the balance of the Disposal Consideration (the Purchaser shall furnish the Vendor with all invoices as proof of costs incurred for the repairing and making good of Wisma UEP) .The notification to the Vendor shall be supported by a report prepared by an independent consultant, confirming the actual costs incurred for such rectification works.

(D) Upon the expiry of the Rectification Period, the Vendor, the Manager and the Purchaser shall carry out a joint inspection of Wisma UEP and the Purchaser shall prepare an inspection report to be jointly signed by the parties and the Manager within seven (7) working days from the expiry date of the Rectification Period, failing which the Vendor shall be deemed to have completed the rectification works to the satisfaction of the Purchaser and the Purchaser shall have no further claim on the same from the Vendor and/or the Manager.

TERMINATION

(A) DEFAULT BY VENDOR

(i) In the event the Vendor shall fail neglect or refuse to complete the sale herein (other than for reasons attributable to the Purchaser) the Purchaser shall be entitled to either specific performance (which costs incurred in respect thereof shall be borne by the Vendor) or give notice in writing to the Vendor requiring the Vendor to remedy such default within fourteen (14) working days (or such extended period as may be agreed upon by the parties) from the date of the Vendor's receipt of the Purchaser's said notice failing which the Purchaser may proceed with the termination of the SPA.

(ii) In the event that the Purchaser elects to terminate this SPA:-

(a) the Vendor shall pay to the Purchaser the sum equivalent to Eight per centum (8%) of the Disposal Consideration as agreed liquidated damages;

(b) the Vendor shall forthwith refund all whatsoever moneys paid by the Purchaser pursuant to the terms of this SPA together with all interest accrued thereon;

(c) the Purchaser shall within seven (7) working days from the date of termination, return to the Vendor the memorandum of transfer of Wisma UEP and all documents delivered by the Vendor to the Purchaser pursuant to this SPA (with the Vendor's title, interest and benefit in Wisma UEP as registered proprietor remaining intact) provided that where the memorandum of transfer has been adjudicated and stamped the Purchaser shall be entitled to surrender the memorandum of transfer to the relevant authority for the purpose of refund of stamp duty paid; and

(d) the Purchaser shall withdraw or remove or cause to be withdrawn or removed all encumbrances attributable to the Purchaser within a period of seven (7) working days from the date of termination,

whereupon the SPA shall be terminated and rendered null and void and the parties hereto shall have no claim whatsoever in respect of and arising out of the SPA.

(B) DEFAULT BY PURCHASER

(i) In the event that the Purchaser fails to pay the Balance Disposal Consideration in accordance with the SPA or shall fail neglect or refuse to complete the acquisition (other than for reasons attributable to the Vendor), the Vendor shall be entitled to either specific performance (which costs incurred in respect thereof shall be borne by the Purchaser) or give notice in writing to the Purchaser requiring the Purchaser to remedy such default within fourteen (14) working days (or such extended period as may be agreed upon by the parties) from the date of the Purchaser's receipt of the Vendor's said notice failing which the Vendor may proceed with the termination of the SPA.

(ii) In the event that the Vendor elects to terminate this SPA:-

(a) the Vendor shall forfeit the sum equivalent to Eight per centum (8%) of the Disposal Consideration as agreed liquidated damages;

(b) the Vendor shall forthwith refund all whatsoever moneys paid by the Purchaser (free of interest) less amounts forfeited as liquidated damages pursuant to the terms of this SPA;

(c) the Purchaser shall, within seven (7) working days from the date of termination, return to the Vendor the memorandum of transfer and all documents delivered by the Vendor to the Purchaser pursuant to this SPA (with the Vendor's title, interest and benefit in Wisma UEP as registered proprietor remaining intact) provided that where the memorandum of transfer has been adjudicated and stamped the Purchaser shall be entitled to surrender the memorandum of transfer to the relevant authority for the purpose of refund of stamp duty paid; and

(d) the Purchaser shall withdraw or remove or cause to be withdrawn or removed all encumbrances attributable to the Purchaser within a period of seven (7) working days from the date of termination,

thereafter this SPA shall become null and void and be of no further effect and neither party hereto shall have any further claims action or proceedings against the other in respect of or arising out of this SPA.

THE RIGHTS AND REMEDIES OF THE PURCHASER IN RESPECT OF THE REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE VENDOR

(A) The rights and remedies of the Purchaser in respect of the representations, warranties or undertakings given in the SPA shall not be affected by:

(a) the completion of the sale and purchase of Wisma UEP PROVIDED THAT any claims in relation to the breach of any such representations, warranties or undertakings shall be made by the Purchaser within the period of 12 months from the Completion and PROVIDED FURTHER THAT the total claims made shall not exceed the Disposal Consideration; or

(b) the Purchaser failing to exercise or delaying to exercise any right or remedy PROVIDED THAT the delay by the Purchaser in exercising such right or remedy shall not be due to any unreasonable cause; or

(c) by any event or matter (other than Force Majeure events (as defined in the SPA) except a specific and duly authorised written waiver or release.

INDEMNITY

(A) Each of the parties in the SPA shall indemnify and hold the other party hereto harmless from and against any damages, losses, costs, liabilities and expenses (including but not limited to legal fees and disbursements on a solicitors client basis) resulting directly or indirectly from or arising out of any breach of any of the representations, warranties, covenants and agreements made by such party herein, save for breaches due to Force Majeure (as defined hereunder).

(B) "Force Majeure" shall mean fire, storm, flood, earthquake or other acts of God, act of terrorism, explosions, wars (regardless of whether war is declared), insurrections, epidemic or quarantine restrictions, riots, strikes, lock outs, labour dispute, restrictions or prohibitions or other form of industrial action which do not involve the employees, representatives, contractors and agents of the parties directly or indirectly.

LEGAL POSSESSION

(A) Legal possession of Wisma UEP shall be delivered by the Vendor to the Purchaser, subject to full payment of the Disposal Consideration within seven (7) days from the date of presentation of the memorandum of transfer at the relevant Land Registry (the "Legal Possession Date"). For the avoidance of doubt, presentation of Transfer is deemed to have occurred within seven (7) days from the Completion.

(B) In the event the Vendor refuses neglects defaults or is unable to deliver legal possession of Wisma UEP to the Purchaser pursuant to the SPA the Vendor shall pay to the Purchaser a sum equivalent to 8% p.a. of the Disposal Consideration calculated from the Legal Possession Date until the date of actual delivery of legal possession to the Purchaser as agreed liquidated damages.

(C) On the Legal Possession Date, the parties shall conduct a joint inspection of Wisma UEP and prepare an inspection report to be prepared by the Purchaser and to be jointly signed. In addition to the joint inspection, the Vendor shall ensure that save and except for the portion of Wisma UEP which are subject to the existing tenancies, the full set of keys (together with two (2) duplicate sets made for each key) and access devices relating to Wisma UEP shall be handed over to the Purchaser during the aforesaid joint inspection exercise.

(D) Risk to Wisma UEP shall pass to the Purchaser only upon delivery of legal possession of Wisma UEP to the Purchaser.

SALIENT TERMS ON THE NOVATION AGREEMENT

(A) NOVATION

(i) With effect from the Completion, all rights, benefits, liabilities and obligations whatsoever of the Vendor ("the Withdrawing Party") under the letters of offer ("Letter of Offer")in respect of the tenancy shall be novated, assigned and transferred to, and vested in the Purchaser ("the New Party") and the New Party shall assume all future and sundry obligations and will be entitled to all whatsoever rights, title, interests and benefits imposed upon or vested in the Withdrawing Party by, under or pursuant to the Letter of Offer.

(ii) From the date of the Novation Agreement up to the Completion, the Withdrawing Party and the tenant may (subject to the Withdrawing Party notifying the New Party) deal with each other directly in respect to any matter concerning the Novation Agreement and the Letter of Offer and the tenant shall pay all rent due and payable and all other sums payable under the Letter of Offer to the Withdrawing Party and the Withdrawing Party shall continue to discharge all the respective liabilities and perform all the respective obligations of the Withdrawing Party under the Letter of Offer in respect of the Tenancy without any recourse to the New Party.

(iii) The parties agree and acknowledge that the tenancy shall expire on the date referred to in the respective Novation Agreements.

(iv) upon expiry of the tenancy, the tenant shall remove all letterings, internal partitions, fixtures and installation of the Tenant or any part thereof, as specified by the New Party or the Withdrawing Party, as the case may be, and to reinstate the demised premises to a tenantable state or to its original condition as may be required by the New Party or the Withdrawing Party, as the case may be, at the sole costs and expense of the Tenant.

(v) The Parties hereby further acknowledge and agree that if any such fixtures and fittings belonging to the Tenant are not removed by the tenant, the same may be taken and/or utilized by the New Party or the Withdrawing Party, as the case may be, at no costs to the New Party or the Withdrawing Party.

(vi) Immediately prior to yielding up of the demised premises at the expiration of the tenancy, a joint inspection of the demised premises, fixtures and fittings will be conducted to determine the condition of the same and all rectification works (fair wear and tear excepted) shall be carried out by the tenant at the sole and cost and expense of the tenant. If the expiration of the tenancy is before the Completion, the joint inspection shall be carried out together with the Manager and the Manager's property manager.

(B) INDEMNITY BY THE WITHDRAWING PARTY

The Withdrawing Party will at all times save harmless and keep the New Party indemnified against all actions, proceedings, claims, demands, penalties, costs and expenses, which may be brought or made against or incurred by the New Party by reason or on account of any antecedent breach or non-observance of all or any of the stipulations on the part of the Withdrawing Party contained in the Letter of Offer in respect of the tenancy prior to the Completion.

(C) TRANSFER OF SECURITY DEPOSIT

The Withdrawing Party hereby confirms that it shall, as soon as practicable but shall be no later than five (5) working days after the Completion deliver to the New Party a cashier's order for the security deposit and utility deposit paid by the tenant to the Withdrawing Party.

3.2 Utilisation of sales proceed

ARRM intends to utilize the sales proceed arising from this disposal to finance ARREIT's future plan acquisitions, in line with its plan to streamline ARREIT existing portfolio.

3.3 Basis of arriving at the Disposal Consideration

The Disposal Consideration is derived on a willing buyer willing seller basis after taking into account the total market value of Wisma UEP of RM39 million as appraised by CH Williams Talhar & Wong an independent firm of registered valuers, in its valuation report dated 30 November 2011.The valuation is derived using the investment and comparison methods of valuation and is below the Disposal Consideration of Wisma UEP.

The Proposed Disposal complies with Clause 8.19 of Securities Commission's (SC) Guidelines on Real Estate Investment Trusts (REIT Guidelines).

4. INFORMATION OF THE PURCHASER, TENAGA NASIONAL BERHAD

TENAGA NASIONAL BERHAD (Company. No. 200866-W), a public limited company incorporated under the Companies Act, 1965 and having its registered office at Pejabat Setiausaha Syarikat, Tingkat 2, Ibu Pejabat Tenaga Nasional Berhad, 129, Jalan Bangsar, 59200 Wilayah Persekutuan Kuala Lumpur.

5. RATIONALE FOR THE PROPOSED DISPOSAL

The Proposed Disposal is in line with the ARREIT plan to streamline its portfolio. The Manager believes that there is limited upside potential growth to Wisma UEP, with occupancy of less than 50% shown since September 2011.

Therefore, this will be an opportunistic disposal and proceed from this disposal will be re-deploy for more yield and value accretive asset. The Proposed Disposal will allow ARREIT to realize the value of its investment in Wisma UEP at market value.

6. EFFECTS OF THE DISPOSAL

6.1 Unit Capital and Substantial Unitholders' Unitholding

The Proposed Disposal will not have any effect on the total units of ARREIT in issue and substantial unitholders' unitholding of ARREIT.

6.2 Net Asset Value (NAV)

The Proposed Disposal will have no material impact or changes to the unaudited NAV at the time of completion.

6.3 Earnings

The Directors of ARRM anticipates that this Proposed Disposal will contribute positively to ARREIT's earning for financial year ending 31 December 2012. The estimated total net gain arising from this Proposed Disposal is approximately RM3.58 million.

7. APPROVALS REQUIRED FOR THE PROPOSED DISPOSAL

Pursuant to the REIT Guidelines, the Proposed Disposal does not require approval from the Securities Commission or the unitholders of ARREIT.

8. DIRECTORS' OF THE MANAGER AND MAJOR UNITHOLDERS OF ARREIT

None of the Directors of the Manager and/or major unit holders and/or persons connected with them has any interest, direct or indirect, in the Proposed Disposal.

9. STATEMENT BY THE BOARD OF DIRECTORS

The Board of Directors of the Manager after careful consideration of all aspects of the Proposed Disposal, is of the opinion that the Proposed Disposal is fair and reasonable and is in the best interests of ARREIT and its' unitholders.

10. ESTIMATED TIME FRAME FOR COMPLETION

The Proposed Disposal is expected to be completed upon the payment in full of the Balance Disposal Consideration and interest accrued thereon (if any) which shall occur within the period of three (3) months from the Unconditional Date as defined in the SPA

11. DOCUMENTS FOR INSPECTION

The following documents are available for inspection at the registered office of the Manager at Level 11 Wisma AmanahRaya No. 2 Jalan Ampang 50508 Kuala Lumpur during office hours from Monday to Friday (except on public holidays) for a period of three (3) months from the date of this announcement:-

i. the SPA; and

ii. Valuation Report of Wisma UEP prepared by [CH Williams Talhar & Wong dated 30 November 2011]

This announcement is dated 26 June 2012.

Certain pertinent information of Wisma UEP is as follows:-

The Certificate of Fitness for Occupation of Wisma UEP was issued on 14 March 1997.