PRINCIPAL TERMS AND CONDITIONS OF THE SUKUK MURABAHAH PROGRAMME M. 21 January 2011 / Malaysia. Resident-controlled company.

Transcription

1 PRINCIPAL TERMS AND CONDITIONS OF THE SUKUK MURABAHAH PROGRAMME 1. BACKGROUND INFORMATION ON THE ISSUER (i) Name: WCT Holdings Berhad ( WCTH or the Issuer ). (ii) Address: No. 12, Jalan Majistret U1/26 Seksyen U1, Lot 44 Hicom-Glenmarie Industrial Park Shah Alam Selangor. (iii) Business number: registration M. (iv) Date and place of incorporation: 21 January 2011 / Malaysia. (v) Date of listing: 8 July (vi) Status on residence (i.e. resident/non-resident controlled company): (vii) Principal activities: (viii) Board of directors: Resident-controlled company. The principal activities of the Issuer are investment holding and provision of management services to its subsidiaries. As at 1 July 2014, the Board of Directors of WCTH are as follows: Name Dato Capt. Ahmad Qurnain bin Abdul Rashid Taing Kim Hwa Goh Chin Liong Choe Kai Keong Liang Kai Chong Choo Tak Woh Designation Independent Non-Executive Chairman Managing Director Deputy Managing Director Executive Director Executive Director Independent Non-Executive Director 1

2 Name Andrew Lim Cheong Seng Wong Yik Kae Designation Independent Non-Executive Director Non-Independent Non-Executive Director (ix) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders: As at 1 July 2014, the substantial shareholders of the Issuer are as follows: Name No. of share held Percentage of Shareholding (%)* Taing Kim Hwa 2,343, ,875,062 (1) Wong Sewe Wing 394, ,875,062 (1) WCT Capital Sdn Bhd Cash Carat Sdn Bhd Employees Provident Fund Board ( EPF ) Kumpulan Wang Persaraan (Diperbadankan) ( KWAP ) Lembaga Tabung Haji 207,875, ,875,062 (2) ,061, ,712, ,632, AmanahRaya 76,500, Trustees Berhad - Skim Amanah Saham Bumiputera Notes: * Based on 1,082,241,408 shares (Total issued and paid-up share capital of 1,092,483,808 less treasury shares of 10,242,400). (1) Deemed interested by virtue of his 50% interest in Cash Carat Sdn Bhd; and (2) Deemed interested by virtue of its 100% interest in WCT Capital Sdn Bhd. 2

3 (x) Authorised, issued and paid-up capital: Authorised capital as at 1 July 2014 (unaudited): RM1,000,000, comprising 2,000,000,000 ordinary shares of RM0.50 each. Issued and paid-up capital as at 1 July 2014 (unaudited): RM546,241, comprising 1,092,483,808 ordinary shares of RM0.50 each. (xi) Disclosure of the following: If the issuer or its board members have been convicted or charged with any offence under the securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law, for the past five years prior to the date of application; and The Issuer or its board members have not been convicted or charged with any offence under the securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law, for the past five (5) years prior to the date of application for approval and authorisation to the Securities Commission Malaysia ( SC ) in respect of the Sukuk Murabahah Programme (as defined in paragraph 2(c) below). Notwithstanding the above, on 3 June 2014, Mr. Goh Chin Liong ( Mr. Goh ), a member of the Board of Directors of the Issuer received a letter of demand ( LOD ) issued by Messrs Benjamin Dawson, Advocates & Solicitors, acting in its capacity as counsel for the SC for alleged breach of Section 188(3) of the Capital Markets and Services Act 2007 ( CMSA ). The LOD stated inter-alia that Messrs. Benjamin Dawson was instructed to demand a sum of RM2,542, (the Claimed Amount ) from Mr. Goh to be paid within fourteen (14) days of the date of the LOD failing which Messrs Benjamin Dawson had instructions to commence legal proceedings for recovery of the Claimed Amount. Mr. Goh had, through a letter dated 16 June 2014 issued by his counsel, Messrs Lim, Chong, Phang & Amy, Advocates & Solicitors, strenuously denied all allegations contained in the LOD and has sought to engage in discussions with the SC with regards to the LOD. To date, there have been no further developments in the matter nor has any civil suit been filed against Mr. Goh in respect of any matters contained in the LOD. 3

4 If the issuer has been subjected to any action by the stock exchange for any breach of listing requirements or rules issued by the stock exchange, for the past five years prior to the date of application. WCTH has not 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 (5) years prior to the date of application for approval and authorisation to the SC in respect of the Sukuk Murabahah Programme. [The remainder of this page has been intentionally left blank] 4

5 2. PRINCIPAL TERMS AND CONDITIONS (a) Name of parties involved in the proposal, where applicable: (i) Principal adviser : RHB Investment Bank Berhad ( RHB Investment ). (ii) Lead arranger : RHB Investment. (iii) Co-arranger : Not applicable. (iv) Solicitor : Adnan Sundra & Low, acting for the Lead Arranger. (v) Financial adviser : Not applicable. (vi) Technical adviser : Not applicable. (vii) Sukuk trustee : Malaysian Trustees Berhad. (viii) Shariah adviser : Datuk Dr. Mohd Daud Bakar. (ix) Guarantor : Not applicable. (x) Valuer : Not applicable. (xi) Facility agent : RHB Investment. (xii) Primary subscriber (under a bought-deal arrangement) and amount subscribed (xiii) Underwriter and amount underwritten : To be determined prior to issuance, in respect of issuance via bought deal basis only. Not applicable for issuance via book building. : Not applicable. (xiv) Central depository : Bank Negara Malaysia ( BNM ). (xv) Paying agent : BNM. (xvi) Reporting accountant : Ernst & Young. (xvii) Calculation agent : Not applicable. (xviii) Others (please specify) : Lead Manager(s) RHB Investment and/or such other financial institution(s) to be appointed at the point of each issuance. 5

6 (b) Islamic principles used : Murabahah (via a Tawarruq arrangement). (c) Facility description : A Sukuk Murabahah Programme ( Sukuk Murabahah Programme ) for the issuance of up to RM1.5 billion in nominal value of Sukuk Murabahah ( Sukuk Murabahah ) under the Shariah principle of Murabahah (via a Tawarruq arrangement), which is one of the Shariah principles and concepts approved by the Shariah Advisory Council ( SAC ) of the SC. The issuance of the Sukuk Murabahah from time to time under the Sukuk Murabahah Programme will be effected as follows: 1. The Sukuk Trustee, acting for and on behalf of the holders of the Sukuk Murabahah (the Sukukholders ), and WCTH shall enter into a Service Agency Agreement, pursuant to which WCTH (in such capacity as the Purchase Agent ) is appointed as the agent/wakeel of the Sukukholders, for the purchase and sale of Shariah-compliant commodities (the Commodities ). 2. The Purchase Agent shall then appoint the Facility Agent as its sub-purchase agent (the Subpurchase Agent ) to purchase and sell the Commodities to the Purchaser (as defined below). 3. Pursuant to the Commodity Murabahah Master Agreement to be entered into prior to the date on which the relevant series of Sukuk Murabahah is issued, WCTH (in such capacity as the Purchaser ) shall issue a purchase order ( Purchase Order ) in relation to the said series to the Purchase Agent and the Sub-purchase Agent. In the Purchase Order, the Purchaser will request the Purchase Agent and the Sub-purchase Agent to purchase the Commodities on behalf of the Sukukholders and will irrevocably undertake to purchase ( Undertaking to Purchase ) the Commodities from the Sukukholders via the Subpurchase Agent at a price equivalent to the Purchase Price (as defined below) plus a profit margin (mark-up) payable on a deferred payment basis ( Deferred Sale Price ). 6

7 4. Upon receipt of the Purchase Order, the Subpurchase Agent will purchase the Commodities from commodity vendor(s) in the Bursa Suq Al- Sila ( BSAS ) commodity market (through a Commodity Trading Participant ( CTP )) at a certain purchase price ( Purchase Price ) on a spot basis, which shall be equivalent to the Sukuk Murabahah proceeds and in accordance with the Guidelines on Sukuk effective on 8 January 2014 issued by the SC as may be amended from time to time ( Guidelines on Sukuk ). 5. WCTH (acting as the Issuer) shall then issue Sukuk Murabahah to the investors of that series of Sukuk Murabahah, the proceeds of which are equal, and will be used to fund the Purchase Price of the Commodities by the Sub-purchase Agent. The Sukuk Murabahah shall evidence, amongst others, the ownership of the Commodities by the Sukukholders and subsequently once the Commodities are sold to the Purchaser, the entitlement to receive the Deferred Sale Price. 6. Proceeds from the Sukuk Murabahah issuance will then be used by the Sub-purchase Agent to settle the Purchase Price with the commodity vendor(s). 7. Thereafter, pursuant to the Undertaking to Purchase, the Sub-purchase Agent shall sell the Commodities to the Purchaser at the Deferred Sale Price under the Sale and Purchase Agreement. 8. Upon completion of such purchase by the Purchaser, the Purchaser shall appoint the Facility Agent (in such capacity as the Sale Agent ) to sell the Commodities to the BSAS on spot basis for an amount equal to the Purchase Price. 9. Proceeds realised from such sale shall be utilised by the Issuer for purposes that are Shariahcompliant. 10. During the tenure of the Sukuk Murabahah, the Purchaser shall make periodic payments to the 7

8 Sukuk Trustee (acting for and on behalf of the Sukukholders) amounting to its obligation to pay the Deferred Sale Price to the Sukukholders. Each such payment shall pro tanto reduce the obligation of the Purchaser on the Deferred Sale Price payable for the Commodities. On the date of maturity of the Sukuk Murabahah, all amounts then outstanding on the Deferred Sale Price shall be paid by the Purchaser to the Sukuk Trustee whereupon the Sukuk Murabahah shall be cancelled. The transaction structure is set out in Appendix 1. (d) Identified assets : Shariah-compliant commodities (excluding ribawi items in the category of medium of exchange such as currency, gold and silver) which will be identified, from time to time, at or around the time of issuance of the Sukuk Murabahah. (e) Purchase and selling price/rental (where applicable) : The purchase price will be the amount to be disbursed to purchase the Commodities (the Purchase Price ) and shall comply with the asset pricing requirements under the SC s Guidelines on Sukuk. The Deferred Sale Price will represent the Purchase Price and a profit margin (mark-up) which is equivalent to the yield to maturity at the time of issuance of the relevant Sukuk Murabahah. (f) Issue/sukuk programme size : Up to RM1.5 billion in nominal value. Subject always to the Restricted Limits (as defined below), the aggregate outstanding nominal value of the Sukuk Murabahah issued under the Sukuk Murabahah Programme at any point in time shall not exceed RM1.5 billion. However, the Issuer shall have the option to upsize the aforesaid programme limit, subject to obtaining the relevant regulatory approval from the SC and approvals from other relevant parties (where required). Any amount of Sukuk Murabahah redeemed shall be capable of being re-issued subject to the issue size and maturity of the new issues not exceeding the limit and tenure of the Sukuk Murabahah Programme. 8

9 Notwithstanding the above, any issuance of Sukuk Murabahah under the Sukuk Murabahah Programme within the first two (2) years from date of first issuance of Sukuk Murabahah, shall be subject to the following restricted limits ( Restricted Limits ): Issuance Period Within twelve (12) months from date of first issuance Within twenty-four (24) months from date of first issuance From twenty-fifth (25th) month of date of first issuance onwards Cumulative Issuance Limit (Up to RM million) , ,500.0 (g) Tenure of issue/sukuk programme : Tenure of the Sukuk Murabahah Programme Up to fifteen (15) years from the date of first issuance of the Sukuk Murabahah. (h) Availability period of sukuk programme Tenure of the Sukuk Murabahah to be issued The Sukuk Murabahah shall be issued for tenures of more than one (1) year and up to fifteen (15) years from the date of issuance, at the option of the Issuer. No Sukuk Murabahah shall mature beyond the tenure of the Sukuk Murabahah Programme. : The Sukuk Murabahah Programme is available for utilisation upon completion of all documentation and fulfilment of all conditions precedent to the satisfaction of the Lead Arranger and the Facility Agent subject always to (i) the tenure of the Sukuk Murabahah Programme and the relevant Sukuk Murabahah (as described in paragraph 2(g) above); and (ii) the Restricted Limits (as described in paragraph 2(f) above). The first issuance shall be made within two (2) years from the date of the approval of the SC for the Sukuk Murabahah Programme. (i) Profit/coupon/rental rate : The profit rate for the Sukuk Murabahah shall be determined and agreed prior to each issuance of the Sukuk Murabahah. 9

10 (j) (k) (l) Profit/coupon/rental payment frequency Profit/coupon/rental payment basis Security/ collateral, where applicable : Semi-annually in arrears with the first payment commencing six (6) months from the date of issuance and the last payment to be made on the maturity date. : The profit will be calculated on the basis of the actual number of days in the relevant period divided by 365 days and in any event, in accordance with the MyClear Rules and Procedures (as defined hereinafter). : Not applicable. (m) Details on utilisation of proceeds by issuer : Proceeds from the issuance of the Sukuk Murabahah shall be utilised for the following purposes which are Shariah-compliant: (i) (ii) (iii) (iv) To fund the Issuer Group s (as defined in paragraph 2(y)(ix) below) working capital requirements, capital expenditure and investments specific to the Issuer Group s principal activities (excluding the construction or acquisition of hotel). The Sukuk Murabahah proceeds may be utilised for the construction and/ or acquisition of shopping mall which includes entertainment/ leisure activities, subject to compliance with sub-paragraphs 2(t)(1)(C)(iii) and 2(t)(2)(ii) below; For refinancing of the Issuer Group s existing borrowings; To fund the Trustees Reimbursement Account for Sukukholders Actions (as defined hereinafter); and/or To defray fees and expenses incurred in relation to the Sukuk Murabahah Programme. (n) Sinking fund and designated accounts, where applicable For the avoidance of doubt, the Issuer may issue new Sukuk Murabahah to redeem any maturing Sukuk Murabahah within the limit and tenure of the Sukuk Murabahah Programme. : Not applicable. 10

11 (o) Rating Credit rating(s) assigned and whether the rating is final or indicative : The Sukuk Murabahah Programme has been accorded an indicative long-term rating of AA-. Name of rating agency : Malaysian Rating Corporation Berhad ( MARC ). (p) Mode of issue : The Sukuk Murabahah may be issued through any of the following modes to be determined by the Issuer and the Lead Arranger: (i) by private placement; (ii) on bought deal basis; and/or (iii) through a book building process on best effort basis. The Sukuk Murabahah shall be issued in accordance with: (i) the Participation and Operation Rules for Payments and Securities Services issued by the Malaysian Electronic Clearing Corporation Sdn Bhd or its successors-in-title ( MyClear ) (the MyClear Rules, as may be amended from time to time) and (ii) the Operational Procedures for Securities Services and the Operational Procedures for Malaysian Ringgit Settlement in RENTAS (collectively, the MyClear Procedures, as may be amended from time to time ) or the replacement and/or substitution thereof (collectively, MyClear Rules and Procedures ) applicable from time to time. (q) Selling restriction, including tradability : The Sukuk Murabahah are tradable subject to the following selling restrictions: Selling Restrictions at issuance The Sukuk Murabahah shall not be offered or sold, delivered or disposed of, directly or indirectly, nor may any document or other material in connection therewith be distributed, in Malaysia or anywhere else, other than to persons, whether as principal or 11

12 (r) (s) Listing status and types of listing Other regulatory approvals required in relation to the issue, offer or invitation to subscribe or purchase Sukuk, and whether or not obtained agent, falling within any of the categories of persons or in the circumstances specified under: (i) Schedule 6 (or Section 229(1)(b)) and (ii) Schedule 7 (or Section 230(1)(b)) read together with Schedule 9 (or Section 257(3)) of the CMSA as amended from time to time. Selling Restrictions after issuance The Sukuk Murabahah may only be offered, sold, transferred or otherwise disposed directly or indirectly to a person to whom an offer or invitation to purchase the Sukuk Murabahah would fall within: Schedule 6 (or Section 229(1)(b)) read together with Schedule 9 (or Section 257(3)) of the CMSA as amended from time to time. : The Sukuk Murabahah shall not be listed on Bursa Malaysia Securities Berhad ( Bursa Securities ) or on any other stock exchanges. However, the Sukuk Murabahah may be listed under the Exempt Regime (as defined in the Listing Requirements) of Bursa Securities. : Not applicable. (t) Conditions precedent : Conditions precedent shall consist of conditions which are standard and customary for a facility of this nature, to the satisfaction of the Lead Arranger and shall include without being limited to the following: (1) For the first issuance of the Sukuk Murabahah (A) Main Documentation (i) Satisfactory completion and execution of all Transaction Documents (as defined hereinafter) in respect of the Sukuk Murabahah Programme and stamped or duly endorsed as exempted under Stamp Duty 12

13 Exemption (No. 23) Order 2000, and where relevant, presented for registration; and (ii) All relevant notices and acknowledgements (where applicable) shall have been made or received as the case may be. (B) Issuer (i) Certified true copies of the Certificate of Incorporation, and the Memorandum and Articles of Association, of the Issuer; (ii) Certified true copies of the latest Forms 24, 44 and 49 of the Issuer; (iii) A certified true copy of board resolutions of the Issuer authorising, among others, the establishment of the Sukuk Murabahah Programme for issuance of the Sukuk Murabahah by the Issuer and for the Issuer to enter into and execute all the Transaction Documents; (iv) A list of the Issuer s authorised signatories and their respective specimen signatures; (v) Approval from shareholders of the Issuer for the Sukuk Murabahah Programme (if applicable); (vi) A favourable report of the relevant company search of the Issuer; and (vii) A favourable report of the relevant winding up search or the relevant statutory declaration of the Issuer. (C) General (i) (ii) Prior approval from the SC for the Sukuk Murabahah Programme shall have been obtained and remain valid; Endorsement from the Shariah Adviser that the structure, mechanism and the Transaction Documents in respect of the Sukuk Murabahah Programme are in compliance with Shariah; 13

14 (iii) Approval from the Shariah Adviser that the utilisation of Sukuk Murabahah proceeds in respect of the Sukuk Murabahah Programme are in compliance with Shariah. In the event the Sukuk Murabahah proceeds are to be utilised for the construction and/or acquisition of shopping mall which includes entertainment/ leisure activities, the Issuer shall ensure and confirm to the Shariah Adviser that the area to be used for non- Shariah activities in the assets is below twenty percent (20%) of the total net lettable area; (iv) A legal opinion from the Solicitor with respect to, among others, the legality, validity and enforceability of the Transaction Documents and confirmation on compliance of all conditions precedent set out herein have been received; (v) The Sukuk Murabahah Programme shall have been assigned a rating of not lower than AA- by MARC; (vi) Evidence of confirmation from the Facility Agent that the issuance amount of the Sukuk Murabahah is in accordance with the Restricted Limits (as defined in paragraph 2(f) above); and (vii) Confirmation from the Sukuk Trustee that the Trustees Reimbursement Account has been opened. (2) Conditions Precedent for each subsequent issuance of the Sukuk Murabahah (i) (ii) Receipt of Issuer s certification that it is in compliance with all representations and warranties and no Event of Default has occurred or will occur under the Transaction Documents; Approval from the Shariah Adviser that the utilisation of Sukuk Murabahah proceeds in respect of the Sukuk Murabahah 14

15 Programme are in compliance with Shariah. In the event the Sukuk Murabahah proceeds are to be utilised for the construction and/or acquisition of shopping mall which includes entertainment/ leisure activities, the Issuer shall ensure and confirm to the Shariah Adviser that the area to be used for non- Shariah activities in the assets is below twenty percent (20%) of the total net lettable area; (iii) Evidence of confirmation from the Facility Agent that the issuance amount of the Sukuk Murabahah is in accordance with the Restricted Limits; and (iv) Such other conditions precedent as may be advised by the Solicitor and to be mutually agreed between the Issuer and the Lead Arranger. (u) Representations and warranties : The Issuer shall be subject to such representations and warranties as may be deemed standard for a facility of this nature which shall include the following (i) The Issuer is a public listed company limited by shares with limited liability, duly incorporated and validly existing under and by virtue of the laws of Malaysia, and has full power to carry on its existing business and to own its property and assets; (ii) The Memorandum and Articles of Association of the Issuer incorporate provisions which authorise, and all necessary corporate and other relevant actions have been taken to authorise, and all relevant consents and approvals of any governmental or other authority or body in Malaysia have been duly obtained and are in full force and effect which are required to authorise, the Issuer to execute and deliver and perform the transactions contemplated in the Transaction Documents in accordance with their terms; 15

16 (iii) (iv) (v) (vi) Each of the Transaction Documents is or will when executed and/or issued, as the case may be, be in full force and effect and constitutes, or will when executed or issued, as the case may be, constitute, valid and legally binding obligations of the Issuer enforceable in accordance with its terms; The Issuer has duly obtained the approval of its board of directors to authorise the execution, delivery and performance of the Transaction Documents in accordance with its terms; The execution, delivery and performance of and compliance with (as the case may be) of the Transaction Documents by the Issuer at the date this representation and warranty is made or repeated, does not and will not violate provision of any law, treaty, judgement, ruling, order or decree of a governmental authority binding on it, or be in conflict with its Memorandum and Articles of Association or constitute a default under any agreement to which the Issuer is a party; The Issuer further warrants the following: (a) (b) (c) The business of the Issuer has been and will be carried on in the ordinary course and in accordance with the Memorandum and Articles of Association of the Issuer so as to maintain the same as a going concern; To the best of the Issuer s knowledge, after making due and careful enquiries, no circumstances or situations have arisen which have a Material Adverse Effect; and The audited financial statements of the Issuer (including the audited income statement and audited statements of financial position of the Issuer) have been prepared on a consolidated basis present a true and fair view of the financial position and state of affairs of 16

17 the Issuer and make full provision for or disclose all known liabilities whether actual or contingent of the Issuer as at such date and fully comply with the requirements of all relevant laws and generally accepted accounting principles and practice then in force and consistently applied; (vii) (viii) (ix) (x) No litigation or arbitration is current or, to the best of the Issuer s knowledge, is threatened against the Issuer and/or any member of the Issuer Group, which has or would have a Material Adverse Effect unless the Sukuk Trustee is satisfied that such litigation or arbitration is frivolous; Save as disclosed by the Issuer, no event has occurred which, if the Sukuk Murabahah had already been issued, would constitute an Event of Default or Potential Event of Default under the Transaction Documents; No step has been taken by each of the Issuer, its creditors or any of its shareholders or any other person on its behalf nor have any legal proceedings or applications been started or threatened under Section 176 of the Companies Act 1965; and Such other representations and warranties as may be advised by the Solicitor and to be agreed by the Lead Arranger. (v) Events of default, dissolution event and enforcement event, where applicable : Events of Default will comprise those events of default as may be deemed standard for a facility of this nature which shall include the following: (i) The Issuer fails to pay any amount due from it pursuant to any of the Sukuk Murabahah and/or the Deferred Sale Price and/or the terms and conditions of the Transaction Documents, on the due date for payment or if so payable, on demand; (ii) Any representation or warranty made or given by the Issuer under the Transaction Documents or which is contained in any 17

18 certificate, document or statement furnished at any time pursuant to the terms of the Sukuk Murabahah Programme and/or any of the Transaction Documents and/or representation or warranty or statement in any information memorandum for the Sukuk Murabahah Programme proves to have been incorrect or misleading in any material respect on or as of the date made or given or deemed made or given, where such representation, warranty or statement has or will have a Material Adverse Effect, and in the case of an incorrect or misleading representation, warranty or statement which is capable of being remedied, the Issuer does not remedy the said representation, warranty or statement within a period of thirty (30) days after the Issuer became aware of the same or having been notified by the Sukuk Trustee of the same; (iii) (iv) The Issuer fails to observe or perform its obligations or breaches its covenants under any of the Transaction Documents or the Sukuk Murabahah Programme or under any undertaking or arrangement entered into in connection therewith other than an obligation of the type referred to in paragraph (i) above, where such event has or will have a Material Adverse Effect and in the case of a failure which is capable of being remedied, the Issuer does not remedy the failure within a period of thirty (30) days after the Issuer became aware of the failure or having been notified by the Sukuk Trustee of the failure; There has been a breach or failure to perform by the Issuer and/or any member of the Issuer Group of any obligation under any of their respective existing contractual obligations which may materially and adversely affect the Issuer s ability to perform or comply with its obligations under any of the Sukuk Murabahah and/or the terms and conditions of the Transaction Documents and/or under any undertaking or arrangement entered into in connection therewith (other than an obligation of the type referred to in 18

19 paragraph (1) above), if in the reasonable opinion of the Sukuk Trustee is capable of being remedied, and the Issuer does not remedy the said breach or failure (as the case may be) within a period of thirty (30) days after the Issuer became aware of the said breach of failure or having been notified by the Sukuk Trustee of the said breach or failure (as the case may be), whichever is earlier; (v) (vi) Any indebtedness of the Issuer or any Material Subsidiary(ies) (as defined hereinafter), becomes due and payable prior to its stated maturity or where the security created for any other indebtedness becomes enforceable, arising from the Issuer or any Material Subsidiary(ies), failing to meet its scheduled repayment which has or would have a Material Adverse Effect; Any step is taken for the winding up, dissolution, or liquidation of the Issuer or any Material Subsidiary(ies), or a resolution is passed for the winding up of the Issuer or any Material Subsidiary(ies), or a petition for winding up is presented against the Issuer or any Material Subsidiary(ies), where such step or resolution has or would in each case have a Material Adverse Effect, and the Issuer or such Material Subsidiary(ies), has not taken any action in good faith to strike out, set aside, stay or oppose such petition within thirty (30) days from the date of service of such winding up petition or a winding up order has been made against the Issuer or such Material Subsidiary(ies), which is not subject to any stay and/or appeal; (vii) If the Issuer and/or any Material Subsidiary(ies) ceases to carry on the whole or substantially the whole of its business or where there is expiry or withdrawal, revocation, invalidation, termination, withholding or modification of any licences, permits, consents, authorisations or approvals and such cessation or expiry or withdrawal, revocation, invalidation, 19

20 termination, withholding or modification impairs or prejudices the Issuer s and/or any Material Subsidiary(ies) ability to comply with the terms and conditions of the Sukuk Murabahah or the provisions of the Transaction Documents; (viii) (ix) (x) (xi) If (a) it becomes unlawful or illegal for the Issuer to perform or comply with its obligations under the Transaction Documents to which it is a party or any of the provisions of the said Transaction Documents becomes void, or unenforceable or voidable at the option of the Issuer and (b) a Material Adverse Effect has occurred or would occur; Any of the assets, undertakings, rights or revenue of the Issuer or any Material Subsidiary(ies), are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any governmental body without adequate compensation and which consequently has or will have a Material Adverse Effect; An encumbrancer takes possession of, or a trustee, liquidator, receiver and manager or similar officer is appointed in respect of the whole or any part of the business or assets of the Issuer or any Material Subsidiary(ies), or distress, legal process, sequestration or any form of execution is levied or enforced, against the Issuer or any Material Subsidiary(ies) or any security interest which may for the time being affect any of its assets becomes enforceable and such an event has or would have a Material Adverse Effect and the Issuer or such Material Subsidiary(ies) (as the case may be) has not taken any action in good faith to strike out, set aside, stay or oppose such execution; The Issuer or any Material Subsidiary(ies) fails to satisfy any judgement (not being subject to any appeal or application to strike out, set aside or stay) passed against it by any court of competent jurisdiction within thirty (30) days from the day service of the sealed judgment is effected; 20

21 (xii) If the Issuer and/or any Material Subsidiary(ies) enters into a scheme of arrangement under Section 176 of the Companies Act 1965 or such a scheme has been instituted against the Issuer and/or any Material Subsidiaries (other than for the purpose of a scheme of reconstruction, amalgamation, consolidation or merger, unless during or following such reconstruction, amalgamation, consolidation or merger the Issuer and/or any Material Subsidiary(ies) becomes or is declared to be insolvent); or (xiii) Any other events as may be required under the SC s Trust Deeds Guidelines (as amended from time to time) ( SC s Trust Deeds Guidelines ) or as advised by the Solicitor and to be agreed by the Lead Arranger. Upon the occurrence of an Event of Default, the Sukuk Trustee may (at its discretion) or shall (if directed to do so by a special resolution of the Sukukholders) (i) declare that an Event of Default has occurred and the outstanding Deferred Sale Price in respect of all the outstanding Sukuk Murabahah are immediately due and payable by the Issuer; and (ii) enforce any provisions of the Transaction Documents. (w) Covenants (i) Positive Covenants : Positive covenants as may be deemed standard for a facility of this nature which shall include the following: (i) The Issuer shall furnish to the Sukuk Trustee the following: (a) Unaudited interim half yearly consolidated financial results within ninety (90) days after the end of each half of its financial year; (b) Audited consolidated financial statements within one hundred and eighty (180) days after the end of the financial year; 21

22 For the avoidance of doubt, all status reports (if any) shall be submitted to the Sukuk Trustee on half yearly basis or as and when required by the Sukuk Trustee. (c) Promptly, such additional financial information permitted by the Listing Requirements (as defined hereinafter) relating to the Issuer s business and its operations as the Sukuk Trustee may from time to time reasonably request; and (d) Promptly, all notices or other documents received or despatched by the Issuer from or to any of its shareholder(s) or its creditors which contents may materially and adversely affect the interests of the Sukukholders; (ii) (iii) (iv) The Issuer shall promptly give notice to the Sukuk Trustee of the occurrence of any Event of Default or any event which, upon the giving of notice and/or lapse of time and/or the issue of a certificate and/or fulfilment of the relevant requirement as contemplated under the relevant Transaction Documents would constitute an Event of Default ( Potential Event of Default ) forthwith upon becoming aware thereof, and it shall take all reasonable steps and/or such other steps as may reasonably be requested by the Sukuk Trustee to remedy and/or mitigate the effect of the Event of Default or Potential Event of Default; The Issuer shall at all times on demand execute all such further documents and do all such further acts reasonably necessary at any time or times to give further effect to the terms and conditions of the Transaction Documents; All existing loans and advances as of the date of the Trust Deed inclusive of future loans and advances extended to the Issuer by its shareholders, directors and/or related 22

23 parties, except to facilitate the ordinary course of business of the Issuer or the Issuer s subsidiaries or to purchase or otherwise to acquire development lands, capital stock, assets or obligation of any of the said Interested Persons (as defined hereinafter) or any company or person or firm or organisation shall be subordinated to the Sukuk Murabahah; (v) (vi) (vii) (viii) The Issuer shall comply with all applicable laws, regulations and guidelines, including the provisions of the CMSA and/or the notes, circulars, conditions or guidelines issued by the SC from time to time, and obtain, maintain in full force and effect, and promptly renew from time to time, all relevant authorisations, consents, rights, titles, licenses, approvals and permits (governmental and otherwise) and will promptly obtain any further authorisations, consents, rights, titles, licenses, approvals and permits (governmental and otherwise) which is or may become necessary to enable it to own its assets and/or to operate its business; The Issuer will comply at all times with all the provisions in the Transaction Documents and the terms and conditions of the Sukuk Murabahah, including but not limited to redeeming in full all outstanding Sukuk Murabahah in accordance with the said terms and conditions; The Issuer will utilise the proceeds from the issuance of the Sukuk Murabahah only for purposes represented herein and in any information memorandum for the Sukuk Murabahah Programme; The Issuer shall deliver to the Sukuk Trustee any information which the Sukuk Trustee may reasonably require in order to discharge its duties and obligations under the Trust Deed relating to the Issuer s affairs to the extent permitted by law; 23

24 (ix) (x) (xi) (xii) (xiii) (xiv) The Issuer will maintain a paying agent in Malaysia and the Issuer will procure that such paying agent shall notify the Sukuk Trustee (through the Facility Agent), if the paying agent does not receive payment from the Issuer on the due dates as required under the Trust Deed and the terms and conditions of the Sukuk Murabahah; The Issuer will exercise and will procure that each member of the Issuer Group exercises reasonable diligence to carry on and conduct its business and affairs in a proper and efficient manner in accordance with sound financial and commercial standards and practices; The Issuer will prepare accounts and consolidated financial statements in accordance with all relevant laws and accounting principles and practices generally accepted in Malaysia; The Issuer will keep proper books and accounts at all times and to provide the Sukuk Trustee and any person appointed by it access to such books and accounts to the extent permitted by law; The Issuer will ensure that the terms in any of the Transaction Documents do not contain any matter which is inconsistent with the provisions of the information memorandum issued in relation to the Sukuk Murabahah Programme (if any); The Issuer shall deliver to the Sukuk Trustee at least annually a certificate that the Issuer has complied with its obligations under the Transaction Documents and the term and condition of the Sukuk Murabahah and that there did not exist or had not existed, from the date the Sukuk Murabahah were first issued or the date of the previous certificate as the case may be, any Event of Default or enforcement, where applicable and if such is not the case, to specify the same; 24

25 (xv) (xvi) (xvii) (xviii) The Issuer shall promptly deliver to the Sukuk Trustee any other accounts, report, notice, statement or circular issued to shareholders which the Sukuk Trustee shall at its discretion circulate the accounts, report, notice, statement or circular to the registered Sukukholders who fall within Schedules 6 and 7 of the CMSA (as amended from time to time) as well as the rating agency of the Sukuk Murabahah Programme; The Issuer shall pay and discharge all taxes imposed upon it or its assets within the time period allowed without incurring penalties save to the extent that (a) payment is being contested in good faith, (b) adequate reserves are being maintained for those taxes, or (c) payment can be lawfully withheld; The Issuer shall at all times ensure that WCT Berhad and WCT Land Sdn Bhd remain as its direct subsidiaries throughout the tenure of the Sukuk Murabahah; and Such other positive covenants as may be required under the SC s Trust Deeds Guidelines or as advised by the Solicitor and to be agreed by the Lead Arranger. (ii) Negative Covenants : The Issuer shall not: (i) Enter into a transaction, whether directly or indirectly with any Interested Persons unless: (a) such transaction shall be on terms that are no less favourable to the Issuer than those which could have been obtained in a comparable transaction from persons who are not Interested Persons; (b) with respect to transactions (1) involving an aggregate payment or value equal to or greater than an agreed percentage ratio as provided in the Listing Requirements adopted by the Issuer; and (2) not being a transaction that is 25

26 either (i) normally not regarded as a related-party transaction under the Listing Requirements or (ii) below the prescribed amount that would exempt the transaction from the related party transaction requirements under the Listing Requirements, the Issuer shall obtain certification from an independent adviser, that the transaction is carried out on fair and reasonable terms, and Provided that: (A) the Issuer certifies to the Sukuk Trustee that the transaction complies with paragraph (a); (B) the Issuer has received certification referred to in paragraph (b) (where applicable); and (C) the transaction has been approved by the majority of the Issuer s board of directors or shareholders in a general meeting, as the case may require; (c) with respect to transactions constituting a recurrent related-party transaction ( RRPT ) of a revenue or trading nature which are provided for and permitted under the Listing Requirements; Provided that: the Issuer certifies to the Sukuk Trustee that the transaction complies with paragraph (a) above, that the Issuer had obtained or renewed, where applicable, the shareholders mandate in accordance with the said Listing Requirements and that the Issuer furnishes at least one certificate to the Sukuk Trustee in respect of the RRPT contemplated under one shareholders mandate. 26

27 The Issuer shall not and shall procure that the members of the Issuer Group shall not (without the prior written consent from the Sukuk Trustee): (ii) (iii) (iv) (v) (vi) (vii) Delete, vary or amend its Memorandum or Articles of Association in any manner which may be materially prejudicial to the interests of the Sukukholders; Dissolve its affairs or consolidate with or merge into any other entity; Pledge any of its assets to secure any loans and/or dispose any of its assets other than in the ordinary course of business; Make or grant any loan or advance or provide or extend any credit or accommodation or give any guarantee or indemnity or assurance against loss to or for the benefit of any company or person or firm or organisation or act as surety or otherwise voluntarily assume any liability, whether actual or contingent, except to facilitate the ordinary course of business of the Issuer or the Issuer s subsidiaries or to purchase or otherwise to acquire development lands, capital stock, assets or obligation of any of the said Interested Persons (subject always to the provisions of sub-paragraph (i) above) or any company or person or firm or organisation; Declare or pay any dividends or make any distribution whether income or capital in nature to its shareholders if (i) an Event of Default has been declared, is continuing and has not been waived; (ii) following such payment or distribution an Event of Default would occur; or (iii) any Financial Covenant (as defined in paragraph 2(w)(iv) below) and obligations in relation to the Sukuk Murabahah Programme are in breach; Change the utilisation of proceeds of the Sukuk Murabahah where the information memorandum or any agreement entered into 27

28 in connection with the Sukuk Murabahah Programme sets out a specific purpose for which proceeds are to be utilised; (viii) (ix) (x) Sell, lease, transfer or otherwise dispose of, in one transaction or in a series of transaction, all or any substantial part of its business or assets whether now owned or hereafter acquired except at arm s length in the ordinary course of business; Surrender, transfer, assign, relinquish or otherwise dispose of any of its rights and interest under the Transaction Documents save and except in accordance with the terms of the Transaction Documents; Make any payments (whether in relation to principal, profit or otherwise) to its directors or shareholders in connection with any loans or advances from its directors or shareholders; and save and except for: (a) any loans and advances from its directors, shareholders and/or its related companies or associated companies or any other party already disclosed; (b) any loans and advances from licensed financial institutions and insurance companies; (c) reimbursement of claims and expenses borne by directors or shareholders on behalf of the Issuer or any of its subsidiaries in the ordinary course of the Issuer s or that subsidiary s operations up to a maximum aggregate one percent (1%) of the Issuer s group revenue of in any given financial year of the Issuer; and (d) any loans and advances from statutory bodies established by an Act of Parliament to manage funds belonging to members of the public. Further to the above, save and except for (a) to (d), the Issuer will cause and ensure that 28

29 all and any advances by its directors, shareholders and/or its related companies or associated companies or any other party to it to be subordinated to its liabilities under the Sukuk Murabahah; (xi) (xii) (xiii) (xiv) Reduce its authorised or issued and paid-up share capital except for share buy-back permitted under the relevant laws; Cause any departure from, change or variation to the core businesses which the Issuer is presently engaged in; Change, replace, substitute or permit to be changed, replaced or substituted, the credit rating agency, MARC, during the tenure or issue of the Sukuk Murabahah; and Such other negative covenants as may be required under the SC s Trust Deeds Guidelines or as advised by the Solicitor and to be agreed by the Lead Arranger. (iii) Reporting Covenants : The Issuer shall give notice in writing to the Sukuk Trustee immediately upon becoming aware of the happening of: (i) (ii) (iii) (iv) Any Event of Default or Potential Event of Default; Any right or remedy under the terms, provisions or covenants under the Trust Deed becoming immediately enforceable or any amount secured or payable under the Sukuk Murabahah becoming immediately payable or the Sukuk Murabahah becoming immediately enforceable; Any change in the withholding tax position or taxing jurisdiction of the Issuer; Any change in the utilisation of the proceeds arising from the issue of the Sukuk Murabahah as compared to the intended purpose; 29

30 (v) (vi) (vii) Any material and adverse change in the nature of its business and financial condition of the Issuer or its Material Subsidiary(ies); Any other matter or circumstance that may materially prejudice the Issuer, its Material Subsidiary(ies) or otherwise materially prejudice the interests of the Sukukholders or cause the Issuer to be unable to fulfill or comply with any of the provisions of the Trust Deed; and Such other covenants as may be required under the SC s Trust Deeds Guidelines or as advised by the Solicitor and to be agreed by the Lead Arranger. (iv) Financial Covenant : Debt to Equity Ratio ( D/E ratio ) The Issuer Group s D/E ratio shall not exceed 1.75 times throughout the tenure of the Sukuk Murabahah Programme where Debt shall (subject to the exclusion below) include: (i) all amounts outstanding under the Sukuk Murabahah; (ii) any indebtedness for or in respect of money borrowed or raised (whether or not for a cash consideration) by whatever means; (iii) vendor financing, acceptances or deposits; (iv) financial lease; (v) letter of credit; (vi) financial guarantees; (vii) (viii) any form of off-balance sheet financing; and any deferred purchase price of assets (other than Exempted Amounts as defined below) which is payable by the Issuer and/or its subsidiaries; but shall exclude the following: (i) any liability under any design bonds maintenance bonds, performance bonds, advance payment bonds, bid/tender bonds and/ or guarantees given by the Issuer or its subsidiaries in the ordinary course of business of the Issuer or subsidiary (as the case may be; and 30

31 (ii) any corporate guarantees issued by the Issuer or its subsidiaries to financial institutions for funding facilities granted to the Issuer s subsidiaries, for the purpose of avoiding any double counting that may occur as a result of this definition. Exempted Amounts, for the purposes of subparagraph (viii) above shall mean any part of a deferred purchase price that is payable for (a) (b) buildings and land for property development and investment purchased by the Issuer or its subsidiary(ies), the purchase of which is made on a bona-fide basis and is not for the purpose of raising finance and which is deferred for a period not exceeding seven hundred and thirty (730) days; or any non-landed asset that is purchased by the Issuer or its subsidiary(ies) the purchase price for which is payable within a year of such purchase. (x) Provisions on buy-back and early redemption of sukuk Equity is defined as the aggregate paid up capital, reserves and retained profits (or losses) of the Issuer and its subsidiaries. For the avoidance of doubt and for the purposes of computing the D/E ratio, the net cash and bank balance of the Issuer and its subsidiaries will be used to net off against the Debt derived within the definition as contemplated above. For the purposes of determining the D/E ratio, reference shall be made to the unaudited half-yearly or yearly accounts of the Issuer Group. For the avoidance of doubt, if audited accounts are available, the same shall take precedence over the half-yearly or yearly report for the same period. The above Financial Covenant shall be calculated at the end of each financial year and each half year period of its financial statements for that period. : Buy-back The Issuer or its subsidiaries or by agent(s) of the Issuer may at any time purchase the Sukuk 31

32 Murabahah at any price in the open market or by private treaty, but these repurchased Sukuk Murabahah shall be cancelled and cannot be reissued. Interested Persons may at any time purchase the Sukuk Murabahah at any price in the open market or by private treaty and such Sukuk Murabahah purchased need not be cancelled but shall not be counted for the purposes of voting in a meeting of Sukukholders. Early Redemption The Issuer may redeem the Sukuk Murabahah in whole, but not in part, at 100% of their aggregate principal amount plus accrued but unpaid profit (if any) and all additional amounts as mutually agreed between the Issuer and the Sukukholders by an extraordinary resolution, if any. (y) Other principal terms and conditions for the proposal (i) Issue Price : The Sukuk Murabahah shall be issued at par, premium or at a discount to the nominal value, to be determined prior to each issuance. (ii) Yield to maturity (%) : To be determined prior to the point of issuance of the Sukuk Murabahah. (iii) (iv) Redemption at maturity Compensation for late payment ( Ta widh ) : Unless previously redeemed or purchased and cancelled, all outstanding Sukuk Murabahah will be redeemed by the Issuer at par together with accrued but unpaid profit (if any) due on the maturity date or the redemption date. : The Issuer shall pay compensation on delay in payments of the Deferred Sale Price at an amount and in the manner prescribed by the SAC of SC from time to time in accordance with Shariah. (v) Status : The obligations represented by the Sukuk Murabahah shall constitute direct, unsecured, unconditional and unsubordinated obligations of the Issuer under the laws of Malaysia and shall rank at least pari passu with all present and future unsecured and unsubordinated obligations of the Issuer (except those obligations preferred by applicable laws). 32

33 (vi) (vii) (viii) Trustees Reimbursement Account for Sukukholders Actions Form and Denomination Transaction Documents : The Sukuk Trustee shall open and maintain at all times throughout the tenure of the Sukuk Murabahah Programme, the Trustees Reimbursement Account for Sukukholders Actions (the Trustees Reimbursement Account ) with a sum of RM30,000 to be set up from the moneys received by the Issuer when the Sukuk Murabahah are issued. The Trustees Reimbursement Account shall be operated by the Sukuk Trustee and the money in the Trustees Reimbursement Account shall only be used strictly by the Sukuk Trustee in carrying out their duties in relation to the occurrence of Event of Default or enforcement events which are provided under the Transaction Documents. : Form Each series of Sukuk Murabahah shall be represented by a Global Certificate in bearer form to be deposited with BNM and is exchanged for definitive bearer form only in certain limited circumstances. No physical delivery of the Sukuk Murabahah is permitted. The Sukuk Murabahah will be prescribed in accordance with MyClear Rules and Procedures and/or any other procedures or guidelines issued by the relevant authorities. Denomination The Sukuk Murabahah will be in the denomination of RM1,000 or in multiples of RM1,000 thereof or such other denominations as may be allowed by MyClear/BNM. : The issuance of the Sukuk Murabahah under the Sukuk Murabahah Programme shall be subject to the negotiation and execution of documentation satisfactory to all parties incorporating clauses customary for transactions of this nature as advised by the Solicitor and agreed by the Issuer. Such documentation shall include the following: (i) (ii) Programme Agreement; Trust Deed; 33

34 (iii) (iv) (v) (vi) (vii) (viii) Service Agency Agreement; Commodity Murabahah Master Agreement; Islamic transaction documents relating to the Commodity Murabahah trade transaction for the respective series of the Sukuk Murabahah; Subscription Agreement (if applicable); Securities Lodgement Form; and Any other relevant documentation which may be advised by the Solicitor and mutually agreed by the Issuer and the Lead Arranger. (ix) Definitions : Bursa Suq Al-Sila means a commodity trading platform with such commodities as its underlying assets that is Shariah-compliant. This platform serves as a medium to facilitate commodity-based Islamic financing and investment transactions under the Shariah principles. Bursa Suq Al-Sila is operated by Bursa Malaysia Islamic Services Sdn Bhd, a whollyowned subsidiary of Bursa Malaysia. Interested Person includes directors, major shareholders and chief executive as defined under the SC s Trust Deeds Guidelines. Issuer Group means the Issuer and its subsidiaries taken as a whole. Listing Requirements means provisions of the Main Market Listing Requirements of Bursa Securities. Material Adverse Effect means anything which has a material adverse effect on:- (i) (ii) (iii) the business or financial condition or prospects or results of the operations of the Issuer Group; the ability of the Issuer to perform any of its obligations under any of the Transaction Documents or to make any payments in respect of the Sukuk Murabahah Programme; or (a) the validity or enforceability of the Issuer s obligations and/or (b) the rights of the Sukuk Trustee and Sukukholders under any of the Transaction Documents. 34

35 Material Subsidiary(ies) means any subsidiary company(ies) of the Issuer:- (i) (ii) having a net profit after tax ( PAT ) exceeding twenty percent (20%) of the PAT of the Issuer at the consolidated level; or having a net tangible assets ( NTA ) exceeding twenty percent (20%) of the NTA of the Issuer at the consolidated level; whichever is higher, based on the audited financial statement for the preceding financial year. In this respect, NTA means the amount for the time being calculated in accordance with generally accepted accounting principles in Malaysia, equivalent to the aggregate of:- (1) the nominal capital for the time being issued and paid up; (2) the amounts standing to the credit of the capital and revenue reserves (including but not limited to share premium account, capital redemption reserve fund, profit and loss account, balance of internal reorganisation reserve and revaluation reserve); and (3) after deducting any intangible assets all as shown in the audited financial statement. (x) Taxation : All payments of face value of the Sukuk Murabahah and other amounts payable to the Sukukholders shall be made subject to withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any authority therein or thereof having power to tax and as required by law, and that no additional amount in respect of any deduction or withholding from the payment of principal or profit portion for or on account of any such taxes, duties, assessment or governmental charges in relation to the Sukuk Murabahah shall be required to be paid by the Issuer. 35

36 (xi) Adverse Market : From the date of provision of a formal offer by the Lead Manager(s) until the first issue date of the Sukuk Murabahah and, for subsequent issuance of the Sukuk Murabahah, prior to the respective issuance dates, the Lead Manager(s) retains the right to amend (with the mutual agreement of the Issuer), withdraw and/or terminate the offer in relation to the Sukuk Murabahah Programme if there occurs any event or circumstance which will materially and adversely affect any of the international and domestic money, capital or syndicated loan markets, the business activities of the Issuer and/or of any of its Material Subsidiary(ies) and/or the social, political, financial and/or economic situation in Malaysia. (xii) Clear Market : For the first issuance of the Sukuk Murabahah, from the date of provision of a formal offer by the Lead Manager(s) to sixty (60) days after the first issuance of the Sukuk Murabahah and for the subsequent issuance of the Sukuk Murabahah from sixty (60) days before the relevant target issuance date to sixty (60) days after the relevant actual issuance date, the Issuer shall ensure that no other syndicated borrowings, debt instruments or securities issued and/or guaranteed by the Issuer are mandated, syndicated, drawn down or issued (save and except those that have been made known to the Lead Manager(s) and the rating agency prior to the date of the appointment of the Lead Manager) which may, in the opinion of the Lead Manager(s), have the effect of prejudicing the successful completion of this transaction and the tender and/or placement and/or selling down of the Sukuk Murabahah. (xiii) Ibra : Ibra refers to an act of releasing absolutely or conditionally one s rights and claims on any obligation against another party which would result in the latter being discharged of his/her obligation or liabilities towards the former. The release may be either partially or in full. Ibra may be applied in the contract of Murabahah where Ibra refers to release of rights on debts/amount due and payable under the said contract. The Sukukholders in subscribing or purchasing the Sukuk Murabahah hereby consent to grant such ibra, 36

37 if the relevant series of Sukuk Murabahah is redeemed before the maturity date, i.e. upon declaration of an Event of Default or upon such early redemption. In the event of declaration of an Event of Default, the ibra shall be the unearned profit due to the Sukukholders from the date of redemption of the Sukuk Murabahah upon the declaration of an Event of Default up to the maturity date of the Sukuk Murabahah. In the event of an early redemption, the ibra (if any) shall be the difference between the outstanding Deferred Sale Price and the aggregate of nominal value plus accrued profit payments to be calculated from and including the preceding profit payment dates until and excluding the date of such early redemption. (xiv) Upsizing of the programme limit (xv) Voting by Sukukholders : The Issuer shall have the option to upsize the aforesaid programme limit, subject to obtaining the relevant regulatory approval from the SC and approvals from other relevant parties (where required). For the avoidance of doubt, the Sukukholders hereby consent to any such upsizing of the programme limit. : Upon any upsizing of the Sukuk Murabahah Programme, voting by Sukukholders shall be carried out on a per series basis and not on a collective basis. (xvi) Cost and Expenses : All costs and expenses including out-of-pocket expenses, legal fees, stamp duties and any other reasonable expenses incurred in connection with the Sukuk Murabahah Programme, including professional due diligence fees and fees payable to the rating agency, shall be for the account of the Issuer or be reimbursed by the Issuer. (xvii) Governing Law : The laws of Malaysia. (xviii) Jurisdiction : The Issuer shall unconditionally and irrevocably submit to the non-exclusive jurisdiction of the courts of Malaysia. 37

38 Appendix 1 Steps 1. Description The Sukuk Trustee, acting for and on behalf of the holders of the Sukuk Murabahah (the Sukukholders ), and WCTH shall enter into a Service Agency Agreement, pursuant to which WCTH (in such capacity as the Purchase Agent ) is appointed as the agent/wakeel of the Sukukholders, for the purchase and sale of Shariah-compliant commodities (the Commodities ). 2. The Purchase Agent shall then appoint the Facility Agent as its sub-purchase agent (the Sub-purchase Agent ) to purchase and sell the Commodities to the Purchaser (as defined below). 3. Pursuant to the Commodity Murabahah Master Agreement to be entered into prior to the date on which the relevant series of Sukuk Murabahah is issued, WCTH (in such capacity as the Purchaser ) shall issue a purchase order ( Purchase Order ) in relation to the said series to the Purchase Agent and the Sub-purchase Agent. In the Purchase Order, the Purchaser will request the Purchase Agent and the Sub-purchase Agent to purchase the Commodities on behalf of the Sukukholders and will irrevocably undertake to purchase ( Undertaking to Purchase ) the 38