1.0 INTRODUCTION
1.1 Pursuant to Paragraph 9.03(1) of the Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad, PETRONAS Gas Berhad ("PGB" or "Company") wishes to announce that on 4 June 2026, the Company had entered into a binding Heads of Agreement ("HOA" or "the Agreement") in relation to Shareholders' Agreement ("SHA") with INTEGRAX Berhad ("INTEGRAX"), a wholly-owned subsidiary of TNB Power Generation Sdn. Bhd.
1.2 The purpose of the HOA is to establish a formal collaboration between both parties to jointly develop the Third Regasification Terminal in Lumut, Perak ("RGT-3").
1.3 A Special Purpose Vehicle ("SPV") will be incorporated by both parties upon finalisation and signing of the SHA. The HOA sets out the terms and conditions of the shareholders' relationship in the SPV, which are within the standard market practice.
1.4 The RGT-3 will be developed based on Floating Storage Regasification Unit ("FSRU") concept, whereby the LNG storage and regasification processes will be on the FSRU. The regasified LNG will then be transported via a connecting pipeline from RGT-3 onshore & berthing facilities to the Peninsular Gas Utilisation system.
1.5 RGT-3 is designed with LNG storage capacity of 170,000 m3 and regasification send-out capacity of 500 MMscfd. The RGT-3 capacity is being underwritten by TNB Fuel Services Sdn. Bhd ("TNBF") in stages, with full capacity underwritten from 2030 onwards.
2.0 INFORMATION OF THE PARTIES
2.1 INTEGRAX is a wholly-owned subsidiary of TNB Power Generation Sdn. Bhd. ("TNB Genco").
2.1.1 In turn, TNB Genco is a wholly-owned subsidiary of Tenaga Nasional Berhad ("TNB").
2.1.2 INTEGRAX has been designated by TNB Genco to be the joint venture partner to PGB in the ownership and operations of RGT-3.
2.1.3 Through a wholly-owned subsidiary, namely Lekir Bulk Terminal Sdn. Bhd. ("LBTSB"), INTEGRAX has more than 25 years of terminal operations handling coal for Stesen Janakuasa Sultan Azlan Shah ("SJSAS") in Manjung, Perak.
2.2 TNBF is a wholly-owned subsidiary of TNB.
2.2.1 TNBF primarily focuses on the core business of supplying fuel for power generation purposes. This involves the procurement, storage, and distribution of various types of fuel, such as natural gas, coal, and fuel oil, to TNB's power plants across Malaysia.
3.0 RATIONALE OF THE HOA
This HOA is to formalise and set out the preliminary terms of the Parties' relationship via their respective investment participation in the joint venture through the SPV.
4.0 EFFECT OF THE HOA
4.1 The execution of the HOA, which is part of overall RGT-3 project development, does not have any effect on the issued and paid-up capital and substantial shareholders' shareholdings of PGB. The execution of the HOA is also not expected to have any material impact on the Group's net assets per share for the financial year ending 31 December 2026.
5.0 APPROVALS REQUIRED
The execution of the HOA is not subject to the approval of the shareholders of PGB.
6.0 INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED
6.1 Save as disclosed below, none of the Directors, major shareholders, or persons connected to them within the preceding 6 months period have any interest, direct or indirect, in the execution of HOA:
(i) PETRONAS is a major shareholder of PGB with an equity interest of 51%.
(ii) PGB, INTEGRAX and TNBF are deemed related companies by virtue of indirect shareholding under MoF Inc., a body corporate established pursuant to the Minister of Finance (Incorporation) Act, 1957.
7.0 BOARD AUDIT COMMITTEE AND BOARD OF DIRECTORS' STATEMENT
7.1 The Board Audit Committee is of the view that the execution of the HOA is in the best interest of the Company and is fair, reasonable and normal commercial terms; and not detrimental to the interest of the minority shareholders.
7.2 The Board of Directors having considered all aspects of the HOA, including rationale, is of the opinion that the execution of the HOA is in the best interest of the Company.
This announcement is dated 4 June 2026.