Issuance of unrated medium term notes ( MTNs ) pursuant to MTN programme of up to RM250.0 million in nominal value ( MTN Programme )

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1 Other terms and conditions (a) FGI Facility : Under the FGI Facility, Danajamin shall issue an irrevocable and unconditional FGI Policy in favour of the Trustee to guarantee the aggregate nominal value of all outstanding Danajamin Guaranteed MTNs and one (1) coupon payment obligations of the Issuer in respect of such outstanding Danajamin Guaranteed MTNs under the Trust Deed in relation to the MTN Programme. The FGI Facility will be evidenced by a separate FGI Facility Agreement to be executed between the Issuer and Danajamin. Any demand/claim on the FGI Policy must be made in writing within thirty (30) days from the date of declaration of any Event of Default or the expiry of the FGI Policy, whichever is earlier, failing which Danajamin s liability under the FGI Policy shall be deemed discharged fully. Payment of claim will be made within ten (10) business days from the date of receipt of notification of claim. Only one (1) demand/claim is allowed in respect of the FGI Policy to be made against Danajamin. The respective FGI Policy shall cease to be valid upon payment of the guaranteed amount. Any demand or claim in writing shall only take effect upon actual receipt of the same by Danajamin. (b) Redemption : Unless previously redeemed or purchased and cancelled, the MTNs will be redeemed by the Issuer at 100% of their nominal value on their respective maturity dates. (c) Details on the Utilisation of proceeds : The proceeds from the MTN Programme shall be utilised for the following purposes: No. Proposed utilisation of proceeds (1) To part-finance the Issuer s development cost which shall include infrastructure cost, Working Capital Requirements (as defined below), and the development rights consideration for its projects located at Eco Botanic, Iskandar Malaysia ( Eco Botanic Project or the Project ), which shall include reimbursement to the Corporate Guarantor for expenses previously incurred in relation to the Eco Botanic Project. Proceeds received Amount in nominal value (Up to RM million) (1) 1

2 by the Corporate Guarantor shall be utilised for the projects undertaken by EWDGB and its subsidiaries, joint ventures and/or associate companies which the the Corporate Guarantor group is a party to. Working Capital Requirements shall mean all costs other than development and infrastructure cost in relation to the development of the Project. This shall include but not limited to payment of professional fees, operating and administrative expenses, marketing, staff cost, company tax, project management fee and charges imposed by the relevant regulatory authority. (2) To defray all payment of fees, 10.0 (1) Premium and/or expenses in relation to the establishment of the MTN Programme and the FGI Facility, and to pre-fund the DSRA to meet the DSRA Minimum Required Balance. Total Note: (1) For the avoidance of doubt, any unutilised amount under purpose (1) in the table above may be reallocated and made available for utilisation for purpose (2); and any unutilised amount under purpose (2) may be reallocated and made available for utilisation for purpose (1) at the election of the Issuer. (d) Disbursement Conditions : Disbursements for Tranche 1 shall be subject to the following: (a) (b) (c) Documentary evidence certified by a director of the Corporate Guarantor in form and substance acceptable to the Facility Agent of costs to be incurred in relation to the Corporate Guarantor s projects. Total amount shall not exceed RM150.0 million; Certified billing/claims by a director of the Issuer in form and substance acceptable to the Facility Agent on amount spent on in relation to Eco Botanic Project; and/or Documentary evidence certified by a director of the 2

3 Issuer in form and substance acceptable to the Facility Agent of costs to be incurred in relation to payment of fees, Premium and/or expenses in relation to the issuance of the MTN Programme and the FGI Facility, and to pre-fund the DSRA to meet the DSRA Minimum Required Balance. Disbursements for Tranche 2 shall be subject to the following: (a) Achieving minimum sales as follows: Minimum Sales Upon achieving sales from Eco Galleria and/or Sandringham 1B and/or Unsold Phase 1 and/or any other future phases of Eco Botanic Project equivalent to RM160.0 million. Upon achieving additional sales from Eco Galleria and/or, Sandringham 1B and/or Unsold Phase 1 and/or any future phases of Eco Botanic Project equivalent to RM360.0 million i.e. an aggregated total sales of up to RM520.0 million. Cumulative Amount to be disbursed RM40.0 million RM100.0 million (b) Certified billing/claims by a director of the Issuer in form and substance acceptable to the Facility Agent. Disbursements are to be made directly to the contractor/ vendor/ suppliers or any other third party in relation to the Eco Botanic Project. Reimbursement is allowed subject to documentary evidence certified by a director of the Issuer in format and substance acceptable to the Facility Agent, of payment made to such contractor/vendor/ supplier or any third party in relation to the Eco Botanic Project. (e) Redemption Schedule : The MTN Programme shall be redeemed based on the following schedule: Anniversary from date of First Issuance Date Danajamin Guaranteed MTNs Non- Guaranteed MTNs Total Redemption Amount (RM million) 3 rd th th Total

4 (f) Redemption Amount : The Redemption Amount for each launch shall not be less than the percentage of the gross development value of each phase/project/unit as per the table below: Existing/Ongoing Project as at 31 January 2018 Phase/ Redemption Product Project percentage Davenham (32' x 70' Cluster) 20% Coleshill (35' x 80' Cluster) 20% Verandah Eastwell (40' x 80' Semi-D) 20% Greenlands (40' x 80' Semi-D) 20% Chateau Sandringham 1A (42' x 80' Semi- 20% D) Grassten (26' x 75' SuperLink) 20% Laeken (28' x 75' SuperLink) 20% Eco Nest Apartment 15% Eco Boulevard 3 storey shop (24' x 75') 30% Commercial Eco Galleria (Phase 1) 30% Subtotal Redemption Amount (a) (RM million) Future Projects Eco Galleria (Phase 2) 30% Commercial Land 30% Chateau Sandringham 1B 20% 70' x 120' Bungalow 20% 70' x 170' Bungalow 20% 45' x 80' Semi-D 20% 50' x 80' Show House 20% Eco Village Apartment 15% Subtotal Redemption Amount (b) (RM million) Grand Total Redemption Amount (a) + (b) (RM million) Note: The above Redemption Amount is a moving figure. As part of the Conditions Precedent, Issuer is required to provide an update on the Redemption Amount prior to the each issuance. (g) Tenure of the MTNs : Each MTN shall have a tenure of more than one (1) year and up to seven (7) years, provided always that the relevant MTN matures on or prior to the expiry of the MTN Programme. (h) Interest/Coupon Rate : The coupon rate of the MTNs will be on a fixed rate basis to be determined and agreed by the Issuer and the Principal Adviser/Lead Arranger prior to each issuance of the MTNs. (i) Interest/Coupon Payment Frequency : The coupon payment shall be payable at quarter or semiannual intervals in arrears with the first payment commencing three (3) or six (6) months from the issue 4

5 date of each MTN and the last ending on the date falling on the maturity of each MTN or such other frequency as may be agreed between the Issuer and the Lead Manager prior to the issuance of the MTNs. (j) Interest/Coupon Payment Basis : The coupon payments shall be calculated on an actual number of days based on 365-day basis. (k) Status of MTNs : The MTNs shall constitute direct, unsubordinated, unsecured/secured and unconditional obligations of the Issuer ranking pari passu in all respects without discrimination, preference or priority among themselves and shall rank at least pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer, subject to those preferred by law and the Issue Documents. (l) Conditions Subsequent : (i) The master titles (pending subdivision and/or stratification) and those strata titles (unsold units) from the Eco Botanic Project shall be deposited with the Security Agent acting as stakeholder during the subsistence of the MTN Programme; (ii) (iii) (iv) In respect to those Remaining Units, presentation of legal charge in favour of the Security Agent within six (6) months from date of receipt of those individual titles / strata titles; Receipt of the acknowledgements to the notice of assignment from the Takaful/insurance providers within two (2) months from the First Issuance Date; and Any such other conditions as may be advised by the solicitors which is acceptable and agreed upon by the Issuer and the Lead Arranger. (m) Credit Impairment Event : A breach of any of the financial and/or non-financial covenants. Upon occurrence of a CIE, the Trustee reserve the right to: (i) (ii) Impose other terms and conditions (including financial and other non-financial covenants) as the Trustee may, at its sole discretion determine appropriate and commensurate with the heightened risk; Increase the frequency of submission of reports as required; (iii) Request for additional security; 5

6 (iv) Withhold or cancel any unutilised amount of the MTN Programme; and/or (v) Withhold the utilisation of any unutilised amount in the DA. (n) Taxation : All payments by the Issuer shall be made without withholding or deductions for or on account of any present or future tax, duty or charge of whatsoever nature imposed or levied by or on behalf of Malaysia, or any other applicable jurisdictions, or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law, in which event the Issuer shall be required to make such additional amount so that the payee would receive the full amount which the payee would have received if no such withholding or deductions are made. (o) Trustee s Reimbursement Account : The Issuer shall open and maintain an account designated as Trustee s Reimbursement Account for Noteholders Actions ("Trustee s Reimbursement Account") with a sum of RM30,000 (which shall be maintained at all times throughout the tenure of the MTN Programme). The Trustee s Reimbursement Account shall be operated by the Trustee and the money shall only be used strictly by the Trustee in carrying out its duties in relation to the occurrence of an Event of Default which are provided in the relevant Issue Documents. (p) Jurisdiction : The Issuer shall unconditionally and irrevocably submit to the non-exclusive jurisdiction of the courts of Malaysia. (q) Other conditions : The MTNs shall at all times be governed by the guidelines issued and to be issued from time to time by the SC, BNM and PayNet with respect to matters pertaining to the MTNs and the MTN Programme. (r) Listing status and types of listing, where applicable : The MTNs will not be listed on the Bursa Malaysia Securities Berhad or on any stock exchange. (s) Documentation : The MTN Programme shall be evidenced by documentation prepared by the Solicitors as follows. The Issue Documents shall include but not limited to:- (1) the Programme Agreement; (2) the Trust Deed; (3) the FGI Policy; 6

7 (4) the Corporate Guarantee; (5) the Security Documents (save for the Assignment and Charge over the FPA1); (6) the Securities Lodgement Form for Central Securities Depository and Paying Agency Agreement; and (7) such other documents or agreements designated as such by the Lead Arranger in connection with the MTN Programme. The Financing Documents shall include but not limited to:- (1) the FGI Facility Agreement; (2) the Security Sharing Agreement; (3) the Security Documents (save for the Assignment and Charge over the FPA2); and (4) such other documents or agreements designated as such by Danajamin. (t) Trust Deed : The MTN Programme shall be constituted by a trust deed, which shall be administered by the Trustee acting on behalf of the Noteholders. The trust deed shall be in compliance with the Trust Deed Guidelines issued by the SC effective 12 August (u) Expenses : All costs and expenses including but not limited to legal and other professional fees, stamp duty (if any), out of pocket expenses, fees for BNM and Paying Agent, Trustee, SC and other regulatory fees (if any), and other costs and expenses incurred in relation to the MTN Programme, shall be for the account of the Issuer and on a full indemnity basis. (v) Separate classes of Noteholders : The holders of the Danajamin Guaranteed MTNs and the holders of the Non-Guaranteed MTNs shall constitute separate classes of Noteholders and shall vote separately in relation to any matter arising under the Issue Documents, including in relation to declarations of an Event of Default, waiver of breaches, and consents required. The Trustee shall act as the trustee for each class of Noteholders separately and in making any decision on behalf of any particular class of Noteholders shall have regard to the interest of such class of Noteholders only. 7

8 (w) (x) Build-up schedule for FPA 1 Build-up schedule for FPA 2 In respect to the principal due under the Danajamin Guaranteed MTNs, coupon payment due under the Danajamin Guaranteed MTNs and Premium due under the FGI Facility, the Issuer is required to ensure that the first build-up shall commence six (6) months before the payment date and the last build-up shall be one (1) month before the payment date, based on the following schedule: Months preceding the due date for payment of the principal, coupon payments and premium Amount to be built up Cumulative build up amount In respect to the coupon due under the Non-Guaranteed MTNs, the Issuer is required to ensure that the first buildup shall commence three (3) months before the payment date and the last build-up shall be one (1) month before the payment date, based on the following schedule: Months preceding the due date for payment of coupon Amount to be built up Cumulative build up amount In respect to the principal due under the Non-Guaranteed MTNs, the Issuer is required to ensure that the first buildup shall commence six (6) months before the payment date and the last build-up shall be one (1) month before the payment date, based on the following schedule: Months preceding the due date for payment of the principal Amount to be built up Cumulative build up amount

9 Disclosure of the following on the Issuer: (1) Disclosure of the following: (i) If the issuer or its board members have been convicted or charged with any offence under any securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law, or if any action has been initiated against the issuer or its board members for breaches of the same, for the past 10 years prior to the lodgement/ since incorporation (for issuer incorporated less than 10 years); and (ii) If the issuer has been subjected to any action by the stock exchange for any breach of the listing requirements or rules issued by the stock exchange, for the past five years prior to the lodgement. : : None Not applicable (2) Any other material information : None Disclosure of the following on the Corporate Guarantor: (1) Disclosure of the following: (i) If the Guarantor or : None 9

10 its board members have been convicted or charged with any offence under any securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law, or if any action has been initiated against the Guarantor or its board members for breaches of the same, for the past ten years prior to the lodgement/ since incorporation (for Guarantor incorporated less than ten years); and (ii) If the Guarantor has been subjected to any action by the stock exchange for any breach of the listing requirements or rules issued by the stock exchange, for the past five years prior to the lodgement. (2) Any other material information : Not applicable : None Other regulatory approvals required in relation to the issue, offer or invitation to subscribe or purchase corporate bonds/sukuk, and whether obtained or not : Not applicable. 10

11 Appendix I Table1A Project Product As at 31 January 2018 Units Phase 1 Verandah Coleshill (35' x 80' Cluster) 3 Eastwell (40' x 80' Semi-D) 3 Greenlands (40' x 80' Semi-D) 12 Eco Nest Apartment 236 Eco Boulevard 3 storey shop (24' x 75') 54 Table 1B Project Product As at 31 January 2018 Units Sandringham 1A (42' x 80' Semi-D) 12 Chateau Grassten (26' x 75' SuperLink) 107 Laeken (28' x 75' SuperLink) 57 Commercial Eco Galleria (Phase 1) 119 Commercial Eco Galleria (Phase 2) 439 (Future Land Launches) 1 Phase 2 Chateau (Future Launches) Eco Village (Future Launches) Sandringham 1B 76 70' x 120' Bungalow 32 70' x 170' Bungalow 15 45' x 80' Semi-D 96 50' x 80' Show House 12 Apartment For the avoidance of doubt, Vacant Land consists of the lands under Chateau (Future Launches), Eco Village (Future Launches) and the Land under Commercial (Future Launches) contained in Phase 2 of Table 1B above