1. INTRODUCTION

The Board of Directors of Nestcon (“the Board”) wishes to announce that its wholly-owned subsidiary, Nestcon Sustainable Solutions Sdn. Bhd. (“NSS”), had on 1 March 2022 entered into a Memorandum of Understanding (“MOU”) with AmBank (M) Berhad and AmBank Islamic Berhad (hereinafter collectively be referred as “AmBank”) for the purposes of collaboration to explore opportunity to promote and facilitate the utilisation of solar energy (“Proposal”).

(NSS and AmBank shall hereinafter be collectively referred to as “Parties” and individually as “Party”).

2. INFORMATION ON AMBANK

AmBank is a licensed financial institution under the Financial Services Act 2013 incorporated in Malaysia. The registered address of AmBank is situated at Level 22, Bangunan AmBank Group, No. 55, Jalan Raja Chulan, 50200 Kuala Lumpur, Wilayah Persekutuan.

3. INFORMATION ON NSS 

NSS was incorporated in Malaysia as a private limited company and it is a wholly-owned subsidiary of Nestcon. NSS has expertise in carrying out renewable energy activities and maintenance works.

4. DETAILS OF THE MOU

4.1 Pursuant to the MOU, the Parties hereby agree to explore the collaborative opportunities in relation to the Proposal, which entails but not limited to, the following key scopes and/or initiatives:

(a) NSS will offer to install free solar system installation packages exclusively to AmBank’s non-individual customers by signing the Supply Agreement of Renewable Energy (“SARE”) under the Net Energy Metering (NEM) or Self Consumption (Selco) scheme;

(b) the strategic alliance entails among others AmBank providing financing scheme to NSS for the solar panel installation cost to be incurred by NSS for purposes of Clause 4.1(a) above and NSS is providing all related services and expertise to AmBank’s non-individual customers; and

(c) any others as may be mutually agreed by the Parties from time to time during the tenure of the MOU. For avoidance of doubt, any new scopes and/or initiatives agreed to be entered upon after the date of the MOU shall be made in writing, mutually agreed by both Parties.

4.2 The Parties agree that the MOU shall be non-exclusive.

4.3 The MOU shall remain valid until the soonest of the following occurrences:

(a) expiring of 12 months from the MOU or such longer period as may be mutually agreed between the Parties; or

(b) upon mutual agreement in writing between the Parties to terminate the MOU.

4.4 The Parties agree to proceed at their own risk and expense in relation to the Proposal until the termination or expiration of the MOU pursuant to Clause 4.3 above. In particular, NSS acknowledges and agrees that in any collaborative programs entered by the Parties as outlined in the MOU from time to time, AmBank shall not be responsible or liable to all claims, losses, damages and liabilities, costs and expenses (including without limitations all legal fees and expenses) relating thereto, suffered or incurred by any third party (that entered into any agreement or arrangement with NSS separately without involving AmBank as a party thereto) (“Third Party Claim”) and NSS shall fully indemnify and keep AmBank fully indemnified from and against all and any of the Third Party Claim suffered or incurred by AmBank in connection with the breach by NSS of any provisions in agreement or arrangement so entered with such third party, if any.

4.5 Nothing in the MOU shall create nor be deemed to create a partnership, agency or joint venture, trust between the Parties. Each of the Party hereto is an independent contractor, contracting in its own right and for its own account and does not have the authority to act for, make any commitments nor to bind the other Party in any respect whatsoever except as provided in the MOU. No Party shall have any right or authority to assume, create or incur any liability or obligation of any kind expressed or implied in the name or on behalf of the other Party or the Parties.

4.6 The MOU has no financial implications for and on any of the Parties.

5. FINANCIAL EFFECTS

The MOU by itself is not expected to have any material effect on the net assets per share, earnings per share and gearing of the Company for the financial year ending 31 December 2022, however, upon the successful implementation and execution of the Proposal pursuant to the terms as set out in the MOU, it is expected that the Proposal will contribute positively to the future financial performance of the Company.

6. APPROVAL REQUIRED

No approval is required from the Company’s shareholders to enter into the MOU with AmBank.

7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

None of the Directors and/or major shareholders of Nestcon or persons connected with them has any interests, direct or indirect, in the MOU.

8. STATEMENT BY THE BOARD OF DIRECTORS

The Board is of the opinion that entering into the MOU with AmBank is in the best interest of the Company.

This announcement is dated 1 March 2022.