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Termination of Agreement

Company Name : TROPICANA CORPORATION BERHAD

Stock Name : TROP

Stock Code : 5401

Type : Announcement

Subject : Others

Description : TROPICANA CORPORATION BERHAD (“TROPICANA” OR “COMPANY”)

SHAREHOLDERS AGREEMENT IN RESPECT OF THE ESTABLISHMENT OF AN INTERNATIONAL SCHOOL

We refer to our announcement dated 14 February 2014 (“Announcement”) in relation to the Shareholders Agreements entered between Tropicana, Lasallian Asia Partnership for International Schools Pte Ltd (“LAPIS”), Warisan Istimewa Sdn Bhd (“WISB”) and Tropicana Education Management Sdn Bhd (“TEM”) (“TEM Shareholders Agreement”) in relation to the construction of an international school. Unless otherwise stated, all abbreviations used in this announcement shall have the same meaning as those defined in the Announcement.

On 29 January 2015, Tropicana received a letter by LAPIS requesting not to subscribe for shares in or participate in TEM as shareholders in accordance with the TEM Shareholders Agreement.

Subsequently, the Board of Directors of Tropicana wishes to announce that on 6 May 2015, Tropicana, LAPIS, WISB and TEM have mutually agreed to terminate the TEM Shareholders Agreement vide a termination letter (“Termination”). Consequently, LAPIS will not hold any shares in TEM. Pursuant to the Termination, without the participation of LAPIS, the shareholders of TEM will remain as Tropicana and WISB with shareholdings of 85% and 15%, respectively.

The Termination is not expected to have any material effect on the earnings, net asset and gearing of Tropicana for the financial year ending 31 December 2015. Save for the Termination, the TSEM Shareholders Agreement dated 12 February 2014 remains in full effect and is pending fulfilment of the conditions precedent in accordance with the terms of the TSEM Shareholders Agreement.

This announcement is dated 6 May 2015.

__________________________________________________________________________________________

TROPICANA CORPORATION BERHAD (FORMERLY KNOWN AS DIJAYA

CORPORATION BERHAD) (“TROPICANA” OR “COMPANY”)

SHAREHOLDERS AGREEMENT IN RESPECT OF THE ESTABLISHMENT OF AN

INTERNATIONAL SCHOOL

1. INTRODUCTION

The Board of Directors of Tropicana wishes to inform that Tropicana had on 12

February 2014 entered into the following:

i) Shareholders Agreement with Lasallian Asia Partnership for International

Schools (Reg No. 201315250G) (“LAPIS”) and Tropicana SJII Education

Management Sdn Bhd (formerly known as Tropicana Education Sdn Bhd),

a subsidiary company of Tropicana (“TSEM”) (“TSEM Shareholders

Agreement”); and

ii) Shareholders Agreement with LAPIS, Warisan Istimewa Sdn Bhd

(“WISB”) and Tropicana Education Management Sdn Bhd, a subsidiary

company Tropicana (“TEM”) (“TEM Shareholders Agreement”).

(collectively referred to as “Shareholders Agreements”)

The purpose of the TSEM Shareholders Agreement and the TEM Shareholders

Agreement is for the purpose of establishing an international school to be known

as ‘St. Joseph’s Institution International (Malaysia) (Tropicana PJ Campus)’

or such other name as may be mutually agreed upon and approved by the

relevant authorities (“International School”) and shall encompass the following:

i) the construction of the International School by TEM on the land held

under the title Pajakan Negeri Lot 53742 – Lot 53746, Pekan Baru Sungai

Buloh, Daerah Petaling, Negeri Selangor (“TEM Land”). TEM is the

registered proprietor and beneficial owner of the TEM Land; and

ii) the operation of the International School by TSEM.

2. FURTHER INFORAMTION

2.1 INFORMATION ON LAPIS

LAPIS was incorporated as a private limited company by shares in Singapore on

6 June 2013 with a place of business at 206B and 208B, Telok Ayer Street,

Singapore 068641.

The principal activity of LAPIS is in the management of international and foreign

system schools (pre-primary, primary and secondary schools). The issued share

capital of LAPIS is SGD1.

2.2 INFORMATION ON WISB

WISB was incorporated in Malaysia under the Companies Act, 1965 on 3 April

1991 as a private limited company. The principal activity of WISB is investment

holding. The authorised share capital of WISB is RM5,000,000 comprising

5,000,000 ordinary shares of RM1.00 each and its issued and paid-up share

capital is RM2,000,000.00 comprising 2,000,000 ordinary shares of RM1.00 each.

2.3 INFORMATION ON TSEM

TSEM, a wholly-owned subsidiary of TCB, was incorporated in Malaysia under

the Companies Act, 1965 on 27 October 2009 as a private limited company.

TSEM has an authorised share capital of RM100,000 divided into 100,000

ordinary shares of RM1.00 each, of which 2 ordinary shares have been issued

and fully paid-up. TSEM’s principal activity is educational learning.

2.4 INFORMATION ON TEM

TEM, a 70% owned subsidiary of TCB, was incorporated in Malaysia under the

Companies Act, 1965 on 5 May 1997 as a private limited company. TEM has an

authorised share capital of RM500,000 divided into 500,000 ordinary shares of

RM1.00 each, of which 500,000 ordinary shares have been issued and fully paidup.

TEM’s principal activity is education services.

3. SALIENT TERMS

3.1 SALIENT TERMS OF THE TSEM SHAREHOLDERS AGREEMENT

a) SHARE CAPITAL AND ADDITIONAL FUNDING

Tropicana and LAPIS shall respectively subscribe for additional shares in

TSEM resulting in the eventual shareholding structure as follows:

1

b) RESPONSIBILITY OF EACH PARTY

Tropicana shall assist in the operations and expansion of the business

and to accelerate and enhance growth of the business;

LAPIS shall provide expertise and share its marketing experience in

respect of the operation and the business as may be required by

Tropicana. The provision of these services shall be in accordance with a

Management Agreement that will be entered into in due course; and

TSEM shall lease the TEM Land together with the school building thereon

to carry out the business of the International School. The leasing terms

thereon shall be in accordance with the Agreement to Lease that will be

entered into in due course.

3.2 SALIENT TERMS OF THE TEM SHAREHOLDERS AGREEMENT

a) SHARE CAPITAL AND ADDITIONAL FUNDING

The existing and eventual shareholding structure is as follows:

2

b) RESPONSIBILITY OF EACH PARTIES

Tropicana shall assist in the construction of the school building;

LAPIS shall provide expertise and share its technical experience in

respect of the construction and fit-out of the school building and provide

the services to manage the International School; and

TEM shall construct and complete the school building according to the

design and specifications proposed by LAPIS in consultation with and

subject to the prior written consent of Tropicana.

4. RATIONALE FOR THE SHAREHOLDERS AGREEMENT

The Shareholders Agreement is part of Tropicana’s plans to enter into the

education segment and an establishment of long term income generating asset.

5. FINANCIAL EFFECTS OF THE SHAREHOLDERS AGREEMENT

5.1 SHARE CAPITAL

The Shareholders Agreement will not have any effect on the share capital of

Tropicana.

5.2 EARNINGS

The Shareholders Agreement is not expected to have any material effect on the

consolidated earnings of Tropicana Group for the financial year ending 2014.

However, the results from the operation of the International School is expected to

contribute positively to the Group’s future earnings.

5.3 SUBSTANTIAL SHAREHOLDINGS

The Shareholders Agreement will not have any effect on the substantial

shareholding composition of Tropicana.

5.4 NET ASSETS (“NA”)

The Shareholders Agreement will not have any material effect on the

consolidated NA value of Tropicana Group for the financial year ending 2014.

6. DOCUMENTS FOR INSPECTION

The Shareholders Agreement are available for inspection by the shareholders of

Tropicana at the registered office of Tropicana at C-06-02, 6th Floor, Block C,

Wisma TT, No. 1, Jalan PJS 8/15, Dataran Mentari, 46150 Petaling Jaya,

Selangor Darul Ehsan, during normal business hours from Mondays to Fridays

(except public holidays) for a period of at least three (3) months from the date of

this announcement.

This announcement is dated 14 February 2014.

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