1.0 INTRODUCTION
The Board of Directors of MISC Berhad ("MISC" or "Company") wishes to announce that MISC has on 4 June 2026 entered into a long-term Tenancy Agreement ("Tenancy Agreement") with Petroliam Nasional Berhad ("PETRONAS" or "Landlord") for the renewal of the rental of office space at Menara Dayabumi, Jalan Sultan Hishamuddin, 50050 Kuala Lumpur ("Menara Dayabumi" or "Building") for a 3-year term with automatic renewal of four (4) consecutive terms of three (3) years each ("Transaction").
The Transaction is deemed as a recurrent related party transaction pursuant to Paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
2.0 DETAILS OF THE TRANSACTION
2.1 Background
MISC has had its corporate head office in Menara Dayabumi since 1999 and is currently the anchor tenant of Menara Dayabumi. The Company, together with its subsidiaries, occupies 16 floors within the Building. The arrangement between MISC and PETRONAS Group for the rental of the office space had been on short-term tenancies of three (3) years each.
Taking into consideration its long-standing presence at Menara Dayabumi and the building's strategic location, the Company had reached an agreement with PETRONAS for continued occupancy at Menara Dayabumi for an extended term of 15 years.
With this long-term tenancy arrangement, MISC is able to strengthen its corporate branding and identity both within the Building and externally, while also reaffirming its continued presence in this iconic Building and its support for preservation of historically significant buildings in Kuala Lumpur. In parallel, PETRONAS has committed to a comprehensive upgrading of the common areas and facilities within the Building to improve operational performance, enhance user experience and align the Building with the current safety and sustainability standards ("Upgrading Works").
2.2 Salient Terms and Conditions of the Tenancy Agreement
The tenancy shall be for an initial term of three (3) years, with automatic renewal of four (4) consecutive terms of three (3) years each. The duration of the entire term of the tenancy shall be 15 years.
The total transaction value is estimated at RM433 million over a 15-year period. The rental rate for the initial and second terms is fixed, while rental rate for subsequent terms will be based on the prevailing market rate, as determined by an independent valuer and to be agreed upon by both parties.
MISC shall have the right to sub-let, assign or otherwise share, in whole or part, any office floors under the tenancy to any of its holding, subsidiary and/or affiliated companies. Further thereto, MISC shall have the right to install signages at the common area and/or on the exterior of Menara Dayabumi, subject to the Landlord's prior approval.
3.0 INFORMATION ON RELATED PARTY
PETRONAS is a public limited liability company incorporated under the laws of Malaysia. It is Malaysia's national oil and gas company, whose principal activities consist of exploration of oil and gas, the marketing of petroleum and petroleum products and investment holding. It is also the holding company of MISC with 51% direct equity interest.
4.0 BASIS OF ARRIVING AT THE RENTAL RATE
The rental rate was arrived at on a negotiated basis, and benchmarked against an independent valuation.
An independent valuer, namely, IM Global Property Consultants Sdn. Bhd. was appointed by MISC to conduct a market valuation and rental benchmarking exercise for Menara Dayabumi and comparable Grade A office buildings within the vicinity. The effective gross rental rate of the first two (2) terms is within the range of gross market rental rate (inclusive service charges, where relevant) of comparable office buildings.
5.0 RATIONALE AND BENEFITS OF THE TRANSACTION
The Transaction supports MISC's long-term operational and strategic objectives by securing stable long-term headquarter occupancy and enhancing corporate branding and visibility at Menara Dayabumi.
6.0 RISK OF THE TRANSACTION
The risks in relation to the Transaction is minimal as it is a continuation of an existing tenancy arrangement with PETRONAS for the rental of office space at Menara Dayabumi which has been in place since 1999. The proposed Upgrading Works are expected to improve functionality of the common areas and facilities within the Building while enhancing the overall occupant and visitor experience in terms of comfort, accessibility, and usability.
7.0 EFFECTS OF THE TRANSACTION
The Transaction does not have any effect on the share capital and shareholding of substantial shareholders of MISC.
The Transaction will not have any material impact on the earnings per share, gearing, and net assets per share of the MISC Group for the financial year ending 31 December 2026.
8.0 APPROVAL/CONSENT REQUIRED
The Transaction is not subject to the approval of the shareholders of MISC nor any governmental authorities.
9.0 INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM
Save as disclosed below, none of the directors and/or major shareholders of MISC and/or persons connected with the directors and/or major shareholders have any interest, direct or indirect, in the Transaction:
a) PETRONAS is a major shareholder of MISC.
b) Datuk Adif Zulkifli, Non-Independent Non-Executive Director of MISC, is the Executive Vice President & Chief Executive Officer of Gas & Maritime Business, PETRONAS.
c) Puan Liza Mustapha, Non-Independent Non-Executive Director of MISC, is Executive Director and Executive Vice President & Group Chief Financial Officer, PETRONAS.
d) Cik Wan Shamilah Wan Muhammad Saidi serves as a Non-Independent Non-Executive Director of MISC as a nominee of PETRONAS.
e) The Executive Director and President & Group Chief Executive Officer of MISC, namely En. Zahid Osman is the Vice President, Maritime, Gas & Maritime Business, PETRONAS.
Accordingly, the above interested directors ("Interested Directors") have abstained from all Board deliberations and voting relating to the Transaction.
10.0 PERCENTAGE RATIO APPLICABLE
The highest percentage ratio applicable to the Transaction is 1.3% based on the estimated transaction value pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
11.0 STATEMENT BY THE AUDIT COMMITTEE MEMBERS
The Audit Committee members (other than Cik Wan Shamilah Wan Muhammad Saidi), having considered all aspects of the Transaction and the independent valuation report, are of the opinion that the terms of the Transaction are fair, reasonable and on normal commercial terms and the Transaction is in the best interest of MISC and not detrimental to the minority shareholders.
12.0 STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors (save for the Interested Directors), having considered all aspects of the Transaction and the independent valuation report, are of the opinion that the terms of the Transaction are fair, reasonable and on normal commercial terms and the Transaction is in the best interest of MISC and not detrimental to the minority shareholders.
13.0 TOTAL AMOUNT TRANSACTED WITH THE SAME RELATED PARTY FOR THE PRECEDING 12 MONTHS
There were several transactions involving the interest of PETRONAS and MISC Group during the 12 months preceding the date of this announcement. The total amount transacted for the preceding 12 months is RM65,806,000.
14.0 DOCUMENTS AVAILABLE FOR INSPECTION
The Tenancy Agreement and valuation report from IM Global Property Consultants Sdn. Bhd. are available for inspection at the registered office of MISC at Level 25, Menara Dayabumi for a period of three (3) months from the date of this announcement during normal business hours from Mondays to Fridays (except public holidays).
This announcement is dated 4 June 2026.