PRINCIPAL TERMS AND CONDITIONS OF THE RCULS. : Dijaya Corporation Berhad ( Dijaya or the Issuer )

Transcription

1 PRINCIPAL TERMS AND CONDITIONS OF THE RCULS BACKGROUND INFORMATION Issuer Name Correspondence Address Business registration no. Date/ Place of incorporation Date of listing Status Principal activities : Dijaya Corporation Berhad ( Dijaya or the Issuer ) : Level 10-12, Tropicana City Office Tower No. 3, Jalan SS 20/ Petaling Jaya Selangor Darul Ehsan : K : 2 June 1979, Malaysia : Dijaya was listed on the Main Market of Bursa Malaysia Securities Berhad ( Bursa Securities ) on 18 August : Resident-controlled company. : The principal activities of Dijaya are that of investment holding and provision of management services. The principal activities of its subsidiaries and associated companies are investment holding, property holding, property development, property management and maintenance services, credit and leasing, real property and resort development, property investment, management of car parking facilities, education and manufacture and sale of explosives, chemicals and blasting accessories. Page 1 of 20

2 Board of Directors Structure of shareholdings : Datuk Rohana Binti Tan Sri Mahmood (Independent Non-Executive Chairman) Tan Sri Dato Tan Chee Sing ( TSDTCS ) (Group Chief Executive Officer) Dato Tong Kien Onn (Managing Director) Dickson Tan Yong Loong (Deputy Managing Director) Kong Woon Jun (Executive Director) Koong Wai Seng (Executive Director) Dato Khoo Poh Chye (Executive Director) Dato Ng Tian Ng Kek Chuan (Independent Non-Executive Director) Loh Chen Peng (Independent Non-Executive Director) Tang Vee Mun (Independent Non-Executive Director) Datuk Seri Panglima Mohd Annuar Bin Zaini (Independent Non-Executive Director) Diana Tan Sheik Ni (Non-Independent Non-Executive Director) : The shareholding structure of Dijaya as at 27 March 2012 ( LPD ) (based on Record of Depositors) is as follows:- Category of Shareholders No. of shares in Dijaya ( Shares ) Effective Equity Interest % Bumiputera 273,513, Non-Bumiputera 148,558, Malaysian 422,072, Foreign 38,383, Total 460,456, Page 2 of 20

3 Substantial shareholders : The substantial shareholders of Dijaya (holding 5% or more equity interest) and their respective shareholdings, according to the Register of Substantial Shareholders of Dijaya as at the LPD are as follows:- Substantial Shareholders Direct No. of Shares ( 000) % Indirect No. of Shares ( 000) % TSDTCS 140,043, ,840,769 (2) IASB 82,007, GDSB 83,833, TAEL One Partners Ltd 33,000, ( TAEL ) (1) United Overseas Bank Ltd ,000,000 (3) 7.17 ( UOBL ) Tan Sri Dato Seri Vincent Tan ,600,000 (4) 6.86 Chee Yioun Berjaya Corporation Berhad ,600,000 (5) 6.86 Berjaya Group Berhad ,600,000 (6) 6.86 Juara Sejati Sdn Bhd ,600,000 (7) 6.86 Notes:- (1) TAEL is acting in its capacity as the general partners of The Asian Entrepreneur Legacy One, L.P. (2) Deemed interested by virtue of his interests in IASB and GDSB pursuant to Section 6A of the Act. (3) Deemed interested by virtue of its investment in The Asian Entrepreneur Legacy One, L.P. pursuant to Section 6A of the Act. (4) Deemed interested by virtue of his interest in Berjaya Corporation Berhad, the ultimate holding company of Berjaya Sompo Insurance Berhad and his interest in Berjaya Assets Berhad, the holding company of Sublime Cartel Sdn Bhd. (5) Deemed interested by virtue of its 100% interest in Berjaya Group Berhad, the penultimate holding company of Berjaya Sompo Insurance Berhad and its deemed interest in Berjaya Assets Berhad, the holding company of Sublime Cartel Sdn Bhd. (6) Deemed interested by virtue of its deemed interest in Berjaya Capital Berhad, the holding company of Berjaya Sompo Insurance Berhad and its deemed interest in Berjaya Assets Berhad, the holding company of Sublime Cartel Sdn Bhd. (7) Deemed interested by virtue of its interest in Berjaya Capital Berhad, the holding company of Berjaya Sompo Insurance Berhad and its deemed interest in Berjaya Assets Berhad, the holding company of Sublime Cartel Sdn Bhd. Page 3 of 20

4 Authorised and paid-up capital : RM1,000,000,000 divided into 1,000,000,000 Dijaya Shares, of which RM460,456,159 comprising 460,456,159 Dijaya Shares have been issued and fully paid-up as at the LPD. In conjunction with the Proposals, Dijaya is proposing to increase its authorised share capital to RM3,000,000,000 divided into 3,000,000,000 Dijaya Shares. PRINCIPAL TERMS AND CONDITIONS (a) Joint Advisers : AmInvestment Bank Berhad and RHB Investment Bank Berhad ( RHB Investment Bank ) Lead Arranger Co-arranger Solicitors Financial adviser Technical adviser Trustee Guarantor Valuer Facility agent Primary subscriber (under a bought-deal arrangement) and amount subscribed Underwriter and amount underwritten Central Depository : Messrs Mah-Kamariyah & Philip Koh : Astramina Advisory Sdn Bhd : CH Williams Talhar & Wong Sdn Bhd, CH Williams Talhar & Wong (Sabah) Sdn Bhd, Knight Frank, Ooi & Zaharin Sdn Bhd, Rahim & Co Chartered Surveyors (M) Sdn Bhd and CB Richard Ellis (Malaysia) Sdn Bhd (for valuations on the real properties of certain identified companies and certain identified properties to be acquired by Dijaya ( Proposed Acquisitions )) : RHB Investment Bank : Bank Negara Malaysia ( BNM ) Page 4 of 20

5 (b) (c) (d) (e) (f) (g) (h) (i) (j) Paying Agent Reporting Accountant Calculation Agent Others Facility description Issue/ programme size Tenure of issue/debt programme (or facility) Availability period of debt programme (or facility) Interest/coupon rate Interest/coupon payment frequency Interest/coupon payment basis Security/ collateral Details on utilisation of proceeds : BNM : Ernst and Young : 10-year 3% redeemable convertible unsecured loan stocks ( RCULS ). : Up to RM850 million nominal value of the RCULS. : 10 years commencing from and inclusive of the date of issue of the RCULS ( Issue Date ) (the 10th anniversary of the Issue Date being the Maturity Date ). : The RCULS shall bear a coupon rate of 3% per annum based on the nominal value of the RCULS then outstanding. : Payable in arrears on a semi-annual basis. : Coupon will be calculated on the basis of the actual number of days in the relevant period divided by 365 or in any event, in accordance with the Operational Procedures for Securities Services issued by Malaysian Electronic Clearing Corporation Sdn Bhd ( MyClear ), as amended or substituted from time to time. to be confirmed by facility agent. The RCULS are issued in consideration of the purchase consideration for the proposed acquisitions by Dijaya and/or its nominated entity(ies) of the entire equity interest in the identified companies and the identified properties from the respective vendors. Page 5 of 20

6 (k) Sinking fund (l) Rating : The RCULS will not be rated. (m) Mode of issue : By way of direct issuance to the RCULS holder without prospectus and will be prescribed under the Scripless Securities Depository System ( SSDS ) maintained by BNM. The RCULS will be issued in accordance to the SSDS and the Fully Automated System for Issuing / Tendering operated by BNM ( FAST ) (n) (o) (p) (q) Selling restriction, including tradability Listing status and types of listing Other regulatory approvals required in relation to the issue, offer or invitation and whether or not obtained Conditions precedent : The RCULS will be issued to and held by Aliran Firasat Sdn Bhd ( AFSB or Sole Subscriber ), being a person nominated by the Vendors and a person specified under Schedules 6, 7 and 9 of the Capital Markets and Services Act, The RCULS is nontransferable and non-tradable. : The RCULS will not be listed, quoted or traded on Bursa Securities or any other stock exchange. An application will be made by Dijaya to Bursa Securities for the listing of and quotation for the new Dijaya Shares to be issued pursuant to the conversion of the RCULS on the Main Market of Bursa Securities. : Save for the approvals as mentioned in item (q) below, the issuance of RCULS is not subject to any other regulatory approvals. : The Proposed RCULS Issue is conditional upon the Proposed Acquisitions. Given that the RCULS are issued in consideration of the Proposed Acquisitions, the conditions precedent for the RCULS are those contained in the definitive agreements in relation to the Proposed Acquisitions and includes inter-alia, the following:- (i) (ii) the approval of the Securities Commission for the issuance of the RCULS; the approval of Bursa Securities for the new Dijaya Shares to be issued pursuant to the conversion of the RCULS; and Page 6 of 20

7 (iii) the approval of the shareholders of Dijaya at an extraordinary general meeting to be convened. (r) Representations and warranties : The Issuer shall represent and warrant as follows: (a) Status The Issuer is duly incorporated with limited liability under the Companies Act, 1965 ( Companies Act ) and is validly existing under the laws of Malaysia as a separate legal entity and has full power to own its assets and carry on its existing business. (b) Powers The Issuer has full legal right, authority and power to enter into a subscription agreement relating to and constituting the RCULS ( Subscription Agreement ) and all such other documents related to the issuance of the RCULS (collectively the Issue Documents ) to which it is a party and to exercise its rights and perform its obligations under such documents and to issue the RCULS. All appropriate and necessary action has been taken to authorise the execution and delivery of the Issue Documents and the exercise by the Issuer of its rights and the performance by the Issuer of its obligations under such documents, and the execution and delivery thereof does not exceed the power and authority of the officers executing the same. (c) Enforceability of Issue Documents The Issue Documents constitute the legal, valid and binding obligation of the Issuer enforceable in accordance with their respective terms, and the obligations of the Issuer under the Issue Documents in respect of the payment of the interest, coupon, fees and other expenses and charges does not contravene any law or regulation binding on the Issuer. (d) Execution of documents The execution of the Issue Documents and the delivery and performance thereof by the Issuer and the issue of the RCULS thereof by the Issuer do not and will not Page 7 of 20

8 (i) exceed any power granted to the Issuer by, or violate the provisions of, any law or regulation or any order or decree of any governmental authority, agency or court to which the Issuer is subject; (ii) result in any actual or potential default under any existing mortgage, debenture, contract or agreement binding on the Issuer or to which it is subject; (iii) contravene any of the provisions of its Memorandum and Articles of Association; or (iv) result in or exceed any limitation upon the Issuer s powers to borrow or create any imposition of or oblige it to create any encumbrances over any of its undertaking or any of its assets, rights or revenues other than pursuant to the provisions of such documents. (e) Material Litigation No litigation, arbitration, prosecution or administrative proceedings, or investigation by any government agency or other regulatory authority which would have a material adverse effect on the ability of the Issuer to comply with any of its obligations under the Issue Documents is current, pending or, to the Issuer s best knowledge and belief, to be instituted or threatened against the Issuer and its subsidiaries ( Issuer Group ), and there are no circumstances known to the Issuer which are likely to give rise to such litigation, arbitration, administration, investigation or prosecution. (f) No winding up No step has been taken by the Issuer or its shareholders, and no legal proceedings have been started or threatened, for the dissolution or winding up of the Issuer or for the appointment of a receiver, trustee or similar officer of the Issuer or its assets, and no demand under section 218 of the Companies Act nor any inquiry under section 308(1) of the Companies Act has been received by the Issuer. Page 8 of 20

9 (g) Default on agreements The Issuer and all corporations within the Issuer Group have not defaulted on any loan agreement, security document, or any other agreement binding on them or to which they are a party. (h) Encumbrances The assets, revenue, properties and rights of the Issuer are not affected by any encumbrance (other than the existing encumbrances and encumbrances arising by operation of law ( Permitted Encumbrances )) and the Issuer is not a party to, nor are any of its assets bound by, any order, agreement or instrument under which the Issuer is, or in certain events may be, required to create, assume or permit to arise any encumbrance except the Permitted Encumbrances. (i) Event of Default No Event of Default (as stipulated herein) has occurred or is continuing. (j) (k) No immunity The Issuer is subject to civil and commercial law with regard to its obligations under the Issue Documents and the execution, delivery and performance of the Issue Documents constitute private and commercial acts rather than governmental or public acts and neither the Issuer nor any of its assets or properties enjoy any immunity on the ground of sovereignty or otherwise in respect of the obligations of the Issuer under the Issue Documents. Financial statements The financial statements and other financial information (both audited and unaudited) of the Issuer were and will be prepared in accordance with generally accepted accounting principles and standards consistently applied, and they present fairly the financial position of the Issuer for the periods and as at the dates in respect of which they have been prepared. Page 9 of 20

10 (s) Events of default : The following events shall, inter alia, constitute Events of Default which shall result in the RCULS becoming immediately due and repayable at their respective nominal value together with accrued interest/coupon up to the date of repayment: (a) Non-payment The Issuer defaults in the payment of any amount due under any Issue Document as and when the same ought to be paid in accordance with the provisions of the Subscription Agreement whether formally demanded or not and such default if not remedied within 7 days after such amount is due and payable. (b) Breach of other obligations under Issue Documents The Issuer defaults on the performance of or compliance with any of its other obligations (other than the obligations referred to in paragraph (a) above) under any Issue Document which (i) cannot be remedied; or (ii) can be remedied, but the default is not remedied within 60 days of the Sole Subscriber s notice to the Issuer requiring the default to be remedied. (c) Security becomes enforceable The security for any debenture, mortgage or charge created by the Issuer becomes enforceable and steps have been taken to enforce the same (save where such steps are genuinely disputed by the Issuer) or any note, loan, stock or other securities or any unsecured indebtedness by way of loan created or owing by the Issuer becomes repayable prematurely by reason of the Issuer s default. Page 10 of 20

11 (d) Winding-up A petition is presented for the winding up or dissolution, judicial management or administration of the Issuer or an order is made or an effective resolution is passed for the winding up or dissolution, judicial management or administration of the Issuer which is not withdrawn, stayed or set aside within a period of 45 days after the giving of notice by the Sole Subscriber, other than for the purposes of a bona fide reconstruction, amalgamation or reorganisation. (e) Legal process A distress, warrant of attachment or execution is levied, enforced upon or sued against a substantial portion of the assets and properties of the Issuer and is not withdrawn or discharged within 45 days thereof. (f) Revocation of licence Any licence, authorisation, approval or consent is revoked and such revocation materially and adversely prejudices the Issuer s ability to comply with the provisions of any Issue Document. (g) Breach of representation or warranty Any of the representations or warranties of the Issuer under any Issue Document is found to be untrue, incorrect or misleading in any material respect and such breach is not remedied within 60 days of the Sole Subscriber s notice to the Issuer requiring the default to be remedied. (h) Memorandum and Articles of Association The Issuer defaults under any provision of its Memorandum and/or Articles of Association, which default in the opinion of the Sole Subscriber is not capable of remedy or which, in the opinion of the Sole Subscriber being capable of remedy, is not remedied to the satisfaction of the Sole Subscriber within 60 days of the giving of notice by the Sole Subscriber. Page 11 of 20

12 (i) Cross default Any indebtedness of the Issuer for borrowed moneys or otherwise becomes capable, in accordance with the relevant terms thereof, of being declared due prematurely by reason of a default by the Issuer in its obligations in respect of the same, or that the Issuer is unable to make any payment in respect thereof on the due date for such payment or if due on demand when demanded or the security for any such indebtedness becomes enforceable. (j) Insolvency of Issuer The Issuer becomes or is declared insolvent or consents to the appointment of a trustee, custodian, intervenor or receiver for the Issuer or for any part of the Issuer s property, or any such trustee, custodian, intervenor or receiver is appointed, or bankruptcy, dissolution, reorganisation, intervention, arrangement or liquidation proceedings (or proceedings similar in purpose or effect) are instituted by or against the Issuer. (k) Compulsory acquisition of assets of Issuer Group By or under the authority of any government or any other person, the whole of the assets of the Issuer or a substantial part thereof is seized, nationalised, expropriated or compulsorily acquired without adequate compensation having been paid therefor, and such event materially and adversely affects the ability of the Issuer to comply with its obligations under any Issue Document. (l) Unlawful It is or will become unlawful by the laws of Malaysia or by the laws of any applicable jurisdiction for the Issuer to perform or comply with its obligations under the issue documents. (t) Covenants The Issuer covenants that so long as there is any outstanding RCULS or so long as any of its obligations under the Subscription Agreement shall subsist, the Issuer must Page 12 of 20

13 (a) exercise, and ensure that the other corporations in the Issuer Group exercise, reasonable diligence in carrying out their respective businesses and affairs in a proper and efficient manner in accordance with sound business and financial practices, and in accordance with their respective Memorandum and Articles of Association, including (i) ensuring that all necessary approvals or licences relevant to their respective business and affairs are obtained and are kept in full force and effect; (ii) taking all reasonable action to maintain all rights and privileges necessary or desirable in the normal conduct of their respective business and affairs; (iii) complying with all contractual obligations and the requirements of all applicable laws, rules, regulations and orders of applicable governmental authorities; and (iv) ensuring that all steps are taken to pursue all claims that the Issuer and all other corporations in the Issuer Group have against any third parties; (b) upon request and reasonable notice from the Sole Subscriber (i) make available for their inspection to the Sole Subscriber or its auditors such financial records of the Issuer and the other corporations in the Issuer Group as the Sole Subscriber may reasonably require; and (ii) give to the Sole Subscriber such information as the Sole Subscriber or its auditors may require with respect to the affairs of the Issuer and the other corporations in the Issuer Group to the extent permitted by law; (c) keep full and particular accounts of the carrying on of its business and maintain and keep up to date records adequate to reflect in accordance with law and consistently maintained and generally accepted accounting principles the operating and financial condition of the Issuer; Page 13 of 20

14 (d) as soon as available but in any event at a date not later than 120 days after the end of each financial year of the Issuer, cause to be made out and issued copies of its financial statements (including a profit and loss account and a balance sheet, for the Issuer and also for the Issuer Group on a consolidated basis) for that financial year audited and certified by its auditors, all such financial statements to be complete and correct in all material respects and be prepared in reasonable detail and in accordance with generally accepted accounting principles, applied consistently throughout the periods reflected in such financial statements; (e) upon becoming aware of the happening of any Event of Default or any potential Event of Default, or of any right or remedy becoming immediately enforceable in accordance with the provisions of the relevant Issue Documents or the RCULS, immediately (i) give notice to the Sole Subscriber of the same; and (ii) take such steps and such action to remedy or mitigate the effect of that Event of Default; (f) comply with all applicable provisions of the Capital Markets and Services Act 2007, and all notices, directives, circulars, conditions, guidelines and requirements issued by the Securities Commission from time to time and all laws, regulations, agreements, licences and concessions material to the carrying on of the business of the Issuer; (g) comply with and perform all of its obligations under the RCULS and the relevant Issue Documents; (h) maintain and cause to be maintained in full force and effect all material authorisations, approvals, consents and licences required by law in order for the Issuer (i) to incur the obligations provided for in each of the Issue Documents; (ii) to execute and deliver all documents required by the provisions of each of the Issue Documents; Page 14 of 20

15 (iii) to observe and perform the provisions of the Issue Documents; and (iv) to make all payments under the provisions of the Issue Documents; (i) ensure that at all times the Issuer s obligations under the Issue Documents constitute direct and unconditional obligations of the Issuer, except where such obligations are expressed to be conditional upon the performance by the other party or parties to the agreements; (j) ensure that all indebtedness and other obligations of whatever nature of all corporations within the Issuer Group are paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, as the case may be, unless such indebtedness or obligation is being contested in good faith and provided that such contestation would not materially and adversely affect the Issuer s ability to comply with its obligations under the Issue Documents; (k) ensure that the Issuer s payment obligations under the RCULS and the Issue Documents will rank in all respects at least pari passu with all other unsecured debts and obligations of the Issuer except those preferred solely by law and not by reason of any Encumbrance, notarisation, registration or any other act; (l) from time to time do or procure the doing of all such acts and execute or procure the execution of all such documents as the Sole Subscriber may request for the purposes of giving full effect to the provisions and intent of each of the Issue Documents or for securing to the Sole Subscriber the full benefits of all rights, powers and remedies conferred on them under any of the Issue Documents; Page 15 of 20

16 (m) ensure that adequate records are maintained to record and to reflect in accordance with consistently maintained sound accounting practices the Issuer Group s operations and financial condition and allow the Sole Subscriber or its agents and servants at all reasonable time to inspect all records at any office, branch or place of business a corporation within the Issuer Group or elsewhere and give to the Sole Subscriber or any person authorised by the Sole Subscriber, such written authorities as may be required to enable the Sole Subscriber or such authorised person to inspect the said records; and (n) on a timely basis carry out any registration, filing or notarisation of the Issue Documents, pay all duties and taxes, and take all action whatsoever which is, in the opinion of the Sole Subscriber, necessary or expedient to ensure that the rights and remedies of the Sole Subscriber and the obligations and liabilities of the Issuer under the Issue Documents are legal, valid, binding and enforceable in accordance with their respective provisions, to the extent that it is necessary or expedient for the Issuer to carry out such registration, filing or notarisation. The Issuer further covenants that so long as there is any outstanding RCULS or so long as any of its obligations under the Subscription Agreement shall subsist, the Issuer must not, without the prior written consent of the Sole Subscriber (a) make any advances to any shareholder or make any other form of distribution to its shareholders in respect of the Issuer s share capital (i) whilst any money payable in respect of the RCULS is overdue and unpaid; or (ii) whilst any Event of Default has occurred or is continuing. (b) enter into any transaction, whether directly or indirectly, with any interested persons (including any directors, substantial shareholders or persons connected with them) unless the Issuer complies with requirements as set out in the Main Market Listing Requirements of Bursa Securities governing such transaction; Page 16 of 20

17 (c) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution); (d) decrease its authorised or issued and paid-up capital by reduction of capital or cancellation of capital or otherwise save and except for any share buy-back and/or cancellation exercise which has been carried out in accordance with the provisions of the Companies Act and the relevant rules and requirements of Bursa Securities; or (e) change or threaten to change the nature or scope of a substantial part of the business of the Issuer or suspend or threaten to suspend a substantial part of the business operations which the Issuer now conducts directly or indirectly. (v) Provisions on buy-back and early redemption of bonds (i) Redemption : Unless previously redeemed or converted or purchased and cancelled and subject to all applicable covenants in the bank guarantee for the CP/MTN Programme being complied with as at the intended date of redemption, the RCULS may at the option of Dijaya be redeemed, in whole or in part, at any time during the tenure of the RCULS at 100% of their nominal amount plus accrued interest up to the redemption date ( Redemption Price ). Dijaya shall give not less than 30 days prior written notice to the RCULS holder of the redemption of the RCULS. All RCULS which are redeemed or purchased by Dijaya shall be cancelled immediately and cannot be resold. (ii) Redemption at Maturity Unless previously redeemed, converted, purchased and cancelled, the RCULS will be mandatorily converted on the Maturity Date. (w) Other principal terms and conditions for the issue:- (i) Issue price : At 100% of the nominal value of the RCULS. Page 17 of 20

18 (ii) Form and denomination : The RCULS will be issued in bearer form in denomination of RM1.00 and multiples thereof. The RCULS will be represented by a global certificate to be deposited with the Central Depository and will be prescribed under the Real Time Electronic Transfer of Funds and Securities ( RENTAS ) system maintained by the Central Depository and be reported on the Fully Automated System for Issuing/Tendering ( FAST ), and shall comply with all rules and requirements of FAST/RENTAS. (iii) Minimum level of subscription (iv) Conversion Rights : The registered holder of the RCULS will have the right to convert the RCULS into new Shares at the conversion price at any time during the conversion period. Unless previously redeemed or converted or purchased and cancelled, all outstanding RCULS will be mandatorily converted by Dijaya into new Shares at the conversion price on the maturity date. (v) Conversion Price : The RCULS are convertible at any time into Dijaya Shares at the option of the holder in accordance with the following conversion schedule and step-up prices, provided that the nominal amount of RCULS which are convertible in each year during the tenure of the RCULS shall be subject to a maximum aggregate limit equivalent to the announced audited net profits recorded by Issuer Group in the preceding financial year based on its audited consolidated financial statements for such preceding financial year: Years from Issue Date Conversion Price of RCULS into one (1) new Dijaya Share 1 2 RM RM RM RM2.50 Page 18 of 20

19 The conversion price will be subject to adjustment in certain events ( Adjustment Events ), which may include but not be limited to, an alteration of the Dijaya Shares by way of consolidation or subdivision, a capital distribution or an issuance of Dijaya Shares by way of capitalisation of profits or reserves, an offer or invitation to shareholders to acquire or subscribe for Dijaya Shares and/or securities convertible into Dijaya Shares or any other similar dilutive events, and accordingly the number of new Dijaya Shares to be issued pursuant to a conversion of the RCULS will depend on any adjustments made to the conversion price. In such event, the conversion price shall be appropriately adjusted so that the holder of the RCULS shall be entitled to receive on exercise of the Conversion Rights the number of new Dijaya Shares which the holder would have held or have been entitled to receive after the happening of the relevant Adjustment Event(s) had such RCULS been converted immediately prior to the happening of such Adjustment Event(s). (vi) Conversion Period (vii) Conversion mode : The RCULS shall be convertible into new Dijaya Shares on any market day at any time during the tenure of the RCULS commencing from the Issue Date up to and including the Maturity Date. : By surrendering for cancellation the RCULS with an aggregate nominal value equivalent to at least the Conversion Price. Any fractional Dijaya Shares arising from the conversion of the RCULS shall be disregarded. (viii) Status and ranking (ix) Status of new Dijaya Shares arising from the conversion of RCULS : The RCULS shall constitute direct, unconditional, unsecured and unsubordinated obligations of Dijaya and will rank pari passu, without discrimination, preference or priority among themselves. : The new Dijaya Shares to be issued upon conversion of the RCULS will be fully paid and will upon allotment and issue, rank pari passu in all respects with the then existing Dijaya Shares, save and except that they shall not be entitled any rights, dividends, benefits, entitlements, allotments and/or any other distributions declared, made or paid to the shareholders of the Issuer, the entitlement date of which is prior to the date of allotment of the new Dijaya Shares to be issued pursuant to the conversion of the RCULS. Page 19 of 20

20 (x) Winding-up / liquidation (xi) Trust Deed (xii) Governing Law : In the event of a liquidation or winding up of the Issuer, the RCULS shall rank at least pari passu with all other present and future unsecured and unsubordinated debts and obligations of the Issuer, except those which are mandatorily preferred by law. : Laws of Malaysia. Page 20 of 20