MALAYSIA AIRPORTS HOLDINGS BERHAD (“MAHB” OR “COMPANY”)
- JOINT VENTURE AGREEMENT BETWEEN MAHB, MALAYSIA AIRPORTS
(SEPANG) SDN BHD (“MA(SEPANG)”), MITSUI FUDOSAN CO LTD (“MF”) AND
RETAIL INVESTMENT ONE PTE LTD (“RI ONE”)
- SUB-LEASE AGREEMENT AND CONCESSION AGREEMENT BETWEEN
MA(SEPANG) AND MFMA DEVELOPMENT SDN BHD, RESPECTIVELY
INTRODUCTION
Further to our announcement dated 22 November 2012, the Board of Directors of MAHB is pleased to announce that the Company has on 21 August 2013 entered into a Joint Venture
Agreement (the “ JVA ”) with MA(Sepang), MF and RI ONE, to participate in a joint venture company under the name of MFMA Development Sdn Bhd (the “ JVC ”) for the development, operation and maintenance of a Factory Outlet Centre and its complementary components known as “Mitsui Outlet Park KLIA” or any other name as may be mutually agreed between the Parties (the “ Project ”). Simultaneously pursuant to the Project, MA(Sepang) has entered into a Sub-Lease Agreement and Concession Agreement with the JVC for the purpose of developing the Project.
The JVC was incorporated in Malaysia under the Companies Act 1965 as a private limited company on 26 February 2013.
MAHB, MA(Sepang), MF and RI ONE are hereinafter collectively referred to as “Parties”, or either singly referred to as “Party”.
BACKGROUND
MAHB is committed to the fundamental objective of long-term growth of non-aeronautical activities. The Project forms part of the development of KL International Airport (“ KLIA ”)
Aeropolis, which is in line with MAHB 20102014 “Runway to Success” Business Plan. The
Project will act as a catalyst to spur growth and enhance the value proposition of KLIA
Aeropolis.
The JVA is entered into pursuant to the Memorandum of Understanding dated 22 November
2012 entered between MAHB and MF to establish the principles reflecting their intention to set up a joint venture arrangement or any other arrangement to pursue the Project.
Mitsui Outlet Park KLIA is to be built on a land area of 50 acres over a concession period of
20 years which may be extended up to 55 years. The Project will consist of 3 phases, and upon opening, the Project will have a Net Lettable Area (NLA) of approximately 25,000 sqm.
The total construction cost of the Project over the 3 phases is of approximately RM335 million, which will be funded through a combination of external borrowings and shareholders’ equity, proportionately to the Parties
’ share in the JVC.
Upon the expiry of the concession period, the JVC shall transfer the Mitsui Outlet Park KLIA including the building, fittings and all relevant documents to MAHB at no cost.

INFORMATION ON MA(SEPANG), MF AND RI ONE
MA(Sepang) was incorporated in Malaysia under the Companies Act 1965 as a private limited company on 20 October 1994 and is a wholly-owned subsidiary of MAHB.
MA(Sepang) is principally involved in the business of managing, operating, and maintaining
KLIA, in addition to providing airport-related services.
MF is a company incorporated in Japan and is a leading real estate developer listed on the
First Section (Main Board) of the Tokyo Stock Exchange in Japan. MF is mainly engaged in the development of shopping centres, hotels, office complexes, sport and leisure facilities, resort facilities and retail (shopping malls and factory outlets).
RI ONE is a company incorporated in Singapore and a wholly-owned subsidiary of Mitsui
Fudosan (Asia) Pte Ltd, in turn a wholly-owned subsidiary of MF. RI ONE is a special purpose vehicle company formed to undertake the Project.
SALIENT TERMS OF THE JVA
The salient terms of the JVA are as follows:- i) The JVA shall form the basis of consensus between the Parties to co-operate and work together exclusively to set up a joint venture company to be incorporated in
Malaysia for the development of the Project; ii) iii) iv)
The JVA sets out the scope of services to be provided by the Parties respectively to the JVC, which includes the development, management and maintenance of the
Project;
The shareholders of the JVC shall be MA(Sepang) and RI ONE, with MAHB and MF acting as their respective sponsors;
The authorized capital of the JVC shall be RM110,000,000.00 divided into v)
110,000,000 ordinary shares of RM1.00 each with an initial issued share capital of
RM2,800,000.00 divided into 2,800,000 ordinary shares of RM1.00 each. The shareholdings of the Parties shall be in the proportions of 30% for MA(Sepang) and
70% for RI ONE; and
The Board of the JVC shall comprise of six (6) directors. MA(Sepang) shall be entitled to appoint two (2) directors whilst RI ONE shall be entitled to appoint four (4) directors including the Chairman of the Board. The JVC shall be headed by a
President to be appointed by RI ONE.
SALIENT TERMS OF THE CONCESSION AGREEMENT (the “CA”)
The salient terms of the CA are as follows:- i) MA(Sepang) hereby grants a concession to the JVC to undertake the following:-
(a) Undertake the construction of the Project;
(b) Undertake the operation of the Project; and
(c) Undertake the maintenance works of the Project.

ii) The initial term of the concession shall expire on 11 February 2034 subject always to any extension or earlier termination of the concession, as the case may be in accordance with the terms and conditions in the CA. iii) In consideration of granting such concession by MA(Sepang) to the JVC, the JVC agrees to pay MA(Sepang) a one off Concession Fee and also Royalty Fee in accordance with the terms and conditions in the CA.
SALIENT TERMS OF SUB-LEASE AGREEMENT (the “SLA”)
The salient terms of the SLA are as follows:- i) ii)
MA(Sepang), as the leasee, grants a sub-lease to the JVC expiring on 11
February 2034 subject to further extension in accordance with the terms and conditions of the SLA.
In consideration of this sub-lease. JVC shall pay to MA(Sepang) annual rent (the
“ Rent ”) in accordance with the terms and conditions in the SLA. iii) The first payment of the Rent shall be made within five (5) days from the Public
Opening Date (as defined in the SLA) or the Construction Completion Date (as defined in the SLA) whichever, is the earlier.
FINANCIAL EFFECTS
The JVA, CA and SLA are not expected to have any financial effect on the share capital, substantial shareholders’ shareholding of MAHB, earnings and earnings per share, net assets and gearing of MAHB Group for the financial year ending 31 December 2013.
However, the JVA is expected to contribute positively to the future net assets and earnings of MAHB Group.
APPROVAL REQUIRED i) ii)
The JVA is not subject to the approval of the shareholders of MAHB nor any other relevant regulatory authorities.
Save for the necessary planning approvals in connection with the construction of the Project and the Federal Land Commissioner (which had been obtained) and the Selangor State Authority consent, the SLA and CA is not subject to the approval of the shareholders of the Company or any regulatory authorities.
INTEREST OF DIRECTORS AND MAJOR SHAREHOLDERS AND PERSONS
CONNECTED TO THEM
None of the Directors and/or major shareholders of MAHB and/or persons connected with them have any interest, whether direct or indirect, in the JVA, SLA and CA.

DIRECTORS’ STATEMENT
The Board of Directors of MAHB, after taking into consideration all aspects of the JVA, is of the opinion that the JVA, SLA and CA is in the best interest of MAHB.
This announcement is dated 21 August 2013.