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 10 August 2026 entered into a Memorandum of Agreement ("MOA") with Universiti Malaysia Sabah ("UMS") to establish the terms and conditions governing the collaboration between KTIDSB and UMS in connection with matters relating to the potential rental arrangements.
(UMS and KTIDSB are hereinafter referred to collectively as "Parties" and individually referred to as "Party" as the context may require)
Pursuant to the MOA, KTIDSB will be appointed as a strategic partner of UMS to facilitate the referral of UMS' students, employees and/or associates for the rental of housing accommodations owned or managed by KTIDSB within a residential development situated on the land held under Title No. CL015719874 located at Alamesra, Off Sulaman Coastal Highway, Kota Kinabalu, Sabah. The residential development comprises approximately 2,165 apartment units, known as "Kayana Heights" ("Proposed Project"), which is located approximately two (2) kilometres from the main campus of UMS.
2. INFORMATION OF UMS
UMS is an institution of higher learning established under the Universities and University Colleges Act 1971 in Malaysia and having its address at Bangunan Canselori, Aras 6, Blok Selatan, Jalan UMS, 88400 Kota Kinabalu, Sabah.
3. SALIENT TERMS OF THE MOA
3.1 Terms of Appointment
UMS appoints KTIDSB as its strategic partner for the provision of off-campus housing accommodation and shall refer its students, employees and/or associates who are seeking off-campus housing accommodation to KTIDSB.
The apartment units offered for rental may either be owned by KTIDSB or by third-party property owners and upon successful referral by UMS, KTIDSB or the respective owner of the apartment unit, as the case may be, shall execute a tenancy agreement directly with the referred tenant(s) at the agreed rental amount, duration and on such other terms and conditions to be mutually agreed between contracting parties.
The Parties acknowledge and agree that UMS's role under the MOA is strictly limited to the referral of its students, employees and/or associates to KTIDSB for the purpose of securing off-campus accommodation and that UMS shall not be involved in, nor shall it be responsible for, determining the terms of tenancy between KTIDSB or the owner of the apartment unit, as the case may be, and the referred tenant(s), including but not limited to matters relating to the rental amount, duration of tenancy or any other terms and conditions as stipulated in the tenancy agreement.
UMS shall be entitled to receive a referral fee for each successful referral made by UMS.
For the avoidance of doubt, UMS shall not be held liable for any disputes arising between KTIDSB and the referred tenant(s).
3.2 Responsibilities of KTIDSB
KTIDSB is responsible to:-
(a) provide clean, safe, and lawful housing accommodations in compliance with the applicable laws and to ensure that each accommodation is furnished with the basic furniture and fittings;
(b) handle all lease negotiations, tenant screening and tenancy agreements directly with referred tenant(s);
(c) promptly address any issues or complaints related to the condition of the accommodation or tenancy matters raised by the referred tenant(s); and
(d) promptly make payment or cause the payment of referral fee to UMS in accordance with the terms and conditions of the MOA.
3.3 Term of MOA
The MOA shall take effect from the date first above written and shall remain in full force and effect until five (5) years after the date of the issuance of the Occupation Certificate in respect of Blocks A1 and A2 of the Proposed Project, or unless terminated earlier by either Party by providing thirty (30) days' written notice to the other Party. Such termination shall not affect any rights, obligations or liabilities accrued prior to the effective date of termination, including but not limited to any referral fee payable under the MOA.
The term of the MOA may be extended or renewed upon mutual agreement in writing by the Parties, subject to such terms and conditions as may be agreed upon at the time of renewal.
3.4 Nature of MOA
The MOA is intended to be legally binding and to create any contractual obligations between the Parties with the immediate effect upon execution by the Parties.
3.5 Costs
Each party shall bear its own costs and expenses incurred in connection with the preparation, execution and implementation of the MOA.
4. FINANCIAL EFFECTS
The MOA will not have any effect on the issued share capital of KTI, the substantial shareholders' shareholding, net asset per share and gearing. It is not expected to have any material effect on the earnings of KTI for the current financial year ending 31 December 2026.
5. RISK FACTORS
The Board is of the view that the risk factors involved in the MOA are minimal. In the event KTIDSB enters into a normal business arrangement in the future, the Board will exercise due care in considering the associated risks and benefits and will take appropriate measures to ensure the successful implementation of the MOA.
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 MOA.
7. DIRECTORS' STATEMENT
The Board of Directors of the Company, having considered all aspects of the MOA, is of the opinion that the MOA is in the best interests of the Company and its shareholders.
This announcement is dated 10 August 2026.