1. INTRODUCTION 

The Board of Directors of KTI Landmark Berhad (“KTI” or “the Company”) wishes to announce that the Company’s wholly-owned subsidiary, K.T.I Development Sdn Bhd (“KTIDSB”) had on 29 September 2025 entered into a Joint Venture Agreement (“JVA”) with Belive Ventures Sdn Bhd (“Belive”) (each of the above is individually referred to as a “Party” and collectively as “the Parties”) to formalize the operational, financial, and strategic framework for the implementation of the first co-living solution in Sabah exclusively located at Tower A2 of Kayana Heights, which form part of the development of 2 Blocks of 39-Storey Apartment with 6 Storey of Podium Carpark A, 3 Blocks of 39-Storey Apartment with 8 Storey of Podium Carpark B, 42 Units of 2-Storey Superlink House and 2-Storey Showroom and Shopoffice on Amalgamation and Subdivision of CL.015719874, CL.015719892, CL.015719909 and CL.015719918 at Alamesra, Off Sulaman Coastal Highway, Kota Kinabalu, Sabah (“Project”).

The Parties have mutually agreed to contribute their respective expertise, resources, and efforts toward the implementation of the co-living initiative under the Project under a non-equity, project-specific joint venture arrangement and upon terms and conditions stated in the JVA. 

2. SALIENT TERMS 

The salient terms of the JVA are as follows:-

2.1 Agreement

(i) The Parties agree to collaborate exclusively for the purpose of establishing and promoting the first co-living solution for the Co-Living Unit within the Project. “Co-Living Unit” is the designated unit within the Project for participation in the co-living initiative, approximately 650 square feet and 900 square feet or such other size as may be mutually agreed in writing, and in respect of which a valid and binding Sale and Purchase Agreement has been executed between KTIDSB and the purchaser (“Purchaser”) for the sale of that unit and a valid and binding Owner Collaboration Agreement (“OCA”) has been executed between Belive and the Purchaser for participation in the co-living arrangement. 

(ii) Belive undertakes to establish, implement, and operate of the co-living concept within the Project, including but not limited to managing and operating the co-living initiatives within the Co-Living Unit, providing expertise in co-living design, branding, marketing, tenant acquisition renovation, furnishing and fit-out works, and providing all related operational, technological, and administrative support necessary for the delivery of the co-living concept. 

2.2 Duration

(i) The JVA shall commence upon its execution and shall continue in full force and effect until 30 September 2027 (“Duration”), unless early determination in accordance with the provisions in the JVA. 

(ii) The Parties agree that a minimum target of 100 Co-Living Unit satisfying the criteria set out in item 2.1(i) above shall be achieved by no later than the Duration (“Performance Target”). 

(iii) In the event that the Performance Target is not achieved by the Duration, the Parties shall, in good faith, meet to review the progress and overall performance under the JVA. The Parties shall work collaboratively and take all reasonable steps to achieve the Performance Target. In conjunction with this, the Parties shall renegotiate the relevant terms, which may include an extension of the Duration for a further period of up to 6 months or such other period as may be mutually agreed in writing (“Extended Period”). 

(iv) If, upon the expiry of the Extended Period (or such other period as may be agreed), the Performance Target is not achieved, the Parties agree that any exclusivity rights and/or referral incentive entitlement under the JVA shall automatically cease and be of no further force or effect to the Parties. Following such termination, Belive shall be at liberty to engage in and/or to develop business with other companies for similar projects situated in Sabah without further reference to KTIDSB provided such engagement and/or development do not directly conflict with or adversely affect the Project or the business interests of KTIDSB. Belive shall remain solely responsible for the full performance of all OCAs executed between Belive and the Purchaser, and all provisions of the JVA relating to co-living operations shall otherwise remain in force for the purposes of governing the co-living operations and obligations of the Parties in respect of the Co-Living Units.

2.3 Referral Incentive and Payment Terms

(i) Belive agrees to pay KTIDSB a sum not less than 2% of the renovation cost stated in the OCA as a referral incentive entitlement for each Purchaser introduced by KTIDSB who enters into OCA with Belive.

Unless otherwise agreed in writing, the referral incentive shall be payable by Belive to KTIDSB shall be settled in full within 30 days from the date of execution of the OCA by the Purchaser and Belive and by Belive of the deposit payable thereunder. 

(ii) KTIDSB agrees to pay Belive a referral incentive entitlement based on the nett purchase price for each completed transaction where Belive has introduced a Purchaser to the Project or where Belive has successfully closed the sale together with the execution of the OCA.  Such referral incentive entitlement shall be determined, varied and revised by KTIDSB at its sole and absolute discretion by way of written notification to Belive.

(iii) In the event that the Purchaser cancel or terminate the sale and purchase for any other reason attributable to the Purchaser, including but not limited to failure to obtain end-financing, Belive shall not be entitled to any referral incentive or part thereof in respect of that transaction.

2.4 Termination

The JVA may be terminated at any time by mutual written agreement of the Parties, on such terms as may be mutually agreed in writing between the Parties. Either Party may terminate the JVA without cause by giving not less than 90 days’ prior written notice to the other Party.

3. RISK FACTORS

The Board is not aware of any material risk factors arising from the JVA and the Project other than the risks and uncertainties that are generally associated with the property development and construction industries, such as changes in political, economic and regulatory conditions, shortage of labour and building materials, increase in labour and material costs, changes in credit and interest rate conditions, inflation and natural disaster that may affect the financial and operational conditions and the profitability of the Group subsequently.

The risks shall be managed and mitigated by KTI Group accordingly by taking more effective internal controls over the business operations of the Group.

4. FINANCIAL EFFECT

The JVA and the Project will have no effect on the issued share capital and the shareholding of the substantial shareholders of the Company but it is expected to contribute positively to the earnings and net assets per share of the Group for the financial year ending 2026.

5. APPROVALS REQUIRED

The JVA and the Project are not subject to the approvals of the shareholders of KTI or the approvals of any other relevant regulatory authorities.

6. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM

None of the Directors and/or major shareholders of KTI and/or person connected with them have any interest, whether direct or indirect, in the JVA and the Project.

7. DIRECTORS’ STATEMENT 

The Board of Directors of the Company, having considered all aspects of the JVA and the Project is of the opinion that the JVA and the Project are in the best interest of the Company and its shareholders as the JVA provides an opportunity for KTI to offer to the market and its buyers a unique lifestyle-focused investment with built-in rental demand to drive faster sales and higher occupancy rates.

This announcement is dated 29 September 2025.