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OSK is pleased to announce that its eighty (80) percent owned subsidiary company, O.S.K. Properties Sdn Bhd ("OSKP"), has on 30 June 1999 entered into a Project Management Services Agreement ("PMSA") with PJD Management Services Sdn Bhd (PJDMS), a wholly-owned subsidiary of PJ Development Holdings Berhad (PJD).
PJD is a construction company listed on the Main Board of the Kuala Lumpur Stock Exchange.

The PMSA entails the appointment of PJDMS as the Project Manager for OSKP in relation to the development of part of Phase 1 of Bandar Puteri Jaya in Sungai Petani, Kedah into a housing and commercial township with all ancillary and related development (the Project Management).

The project management services shall commence from 1 July 1999 and shall be for a period of three (3) years, after which the terms and conditions of the PMSA shall be reviewed as mutually agreed upon by the parties herein. The project management services shall be deemed to have been completed upon the expiration of the defects liability period of the project contract or the issuance of the certificate of fitness by the relevant authorities for the last parcel of Phase 1 of the project, which ever shall be the later.

OSKP shall pay to PJDMS a fixed lump sum of Ringgit Malaysia Fifty Thousand (RM50,000) per month as consultancy fees commencing from 1 July 1999.

The PMSA between OSKP and PJDMS is available for inspection during normal business hours on any weekday at the registered office of the Company at 10th floor, Plaza OSK, Jalan Ampang, 50450 Kuala Lumpur.

OSKP is the beneficial owner of two (2) parcels of freehold land with a combined area of approximately 2,581.4 acres held under Lot Nos. 18479 and 14215, Mukim of Sungai Petani, District of Kuala Muda, Kedah Darul Aman (the Land). The Land are located on both sides of Jalan Kuala Ketil about 6.4km to the east of Sungai Petani town.

With the PMSA in effect, PJDMS will be responsible to manage part of Phase 1 of the project which comprise 2,886 units of mixed single storey low and medium cost houses and single storey medium cost semi-detached houses.

The OSK Group is principally involved in the financial services industry. The Bandar Puteri Jaya Project is the maiden property development activity undertaken by the OSK Group. In that regard, the appointment of PJDMS as the Project Manager allows OSKP to develop the project with the assistance of a well-experienced property development group.

The Project Management will not have any effect on the issued share capital and the shareholding structure of OSK. The Project Management is not expected to have any material effect on the consolidated NTA and earnings of OSK.

In accordance with Section 118 of Part 4, subsection (1) of the KLSE's Main Board Listing Requirements where a transaction which involves the interests, direct or indirect, of directors, substantial shareholders or persons connected with directors or substantial shareholders, an announcement is required to be made to the KLSE.

Dato' Mohamed Tarmizi bin Mohd Tahir is a director of both OSK and PJD and is therefore deemed interested in the Project Management. Accordingly, Dato' Mohamed Tarmizi has abstained from voting on the resolutions pertaining to the Project Management at the Board Meeting of OSK convened.

PJD is a substantial shareholder of OSK. Mr Ong Leong Huat, Mr Wong Chong Kim and Mr Wong Chong Che, directors of the Company, are the brothers of Mr Wong Ah Chiew and Mr Wong Chong Shee, who in turn are directors of PJD. Madam Khor Chai Moi, a director of PJD, is the wife of Mr Ong Leong Huat. Mr Tan Eng Lam and Mr Khor Neng Tiang, also directors of PJD, are the brother in-law and brother respectively of Madam Khor Chai Moi.

Hence, Mr Ong Leong Huat, Mr Wong Chong Kim and Mr Wong Chong Che are deemed interested in the Project Management and have abstained from voting on the resolutions pertaining to the Project Management at the Board Meeting of OSK convened.

Save as mentioned above, none of the other Directors of OSK or persons connected with the Directors or the other substantial shareholders of OSK have any interest, direct or indirect in the Project Management.

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