Other terms and conditions

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Amanda Long
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1 Other terms and conditions (a) Identified assets : Shariah-compliant commodities (excluding ribawi items in the category of medium of exchange such as currency, gold and silver) available at Bursa Suq al-sila as approved by its shariah adviser which will be identified on or prior to the time of issuance of the Sukuk Murabahah ( Commodities ). (b) Purchase and selling price/ rental (where applicable) : The Purchase Price shall be equivalent to the proceeds of the Sukuk Murabahah based on the issue price of Sukuk Murabahah to be issued at par, premium or at discount and comply with the asset pricing requirements stipulated under Section C of the SC s Guidelines on Unlisted Market Products Under the Lodge and Launch Framework, as may be amended from time to time. The Deferred Sale Price shall be equivalent to the Purchase Price of the Sukuk Murabahah plus profit margin to be determined prior to issuance of the Sukuk Murabahah. (c) Profit/ coupon/ rental rate (d) Profit/ coupon/ rental payment frequency (e) Profit/ coupon/ rental payment basis : The profit rate per annum ( Periodic Payment Rate ) for each tranche of the Sukuk Murabahah will be determined prior to the issuance of the Sukuk Murabahah. : The Issuer shall pay the Periodic Payment Amount on semiannual basis ( Periodic Payment Period ). The Periodic Payment Date means the last day of each Periodic Payment Period. : The Periodic Payment Amount will be calculated on actual/ 365 days basis ( Periodic Payment Basis ). The Periodic Payment Amount, payable on any relevant Periodic Payment Date, is calculated at the Periodic Payment Rate on the nominal value of the relevant tranche of the Sukuk Murabahah for the relevant Periodic Payment Period based on the Periodic Payment Basis. (f) Details on utilisation of proceeds by Issuer : The proceeds from the issuance of the Sukuk Murabahah shall be utilised for the following Shariah-compliant purposes: (1) to refinance all amounts outstanding under the existing term loans granted by Employees Provident Fund ( Existing EPF TL Facilities ) and to defray any costs and expenses incurred in relation to the refinance exercise; (2) to pay the Existing STRC-i Facility 1 and the Existing STRC-i Facility 2;

2 (3) to defray fees, costs and expenses incurred in relation to the issuance of the Sukuk Murabahah; (4) to pre-fund the FSRA (if applicable); and (5) balance (if any), to finance general working capital requirements of the Issuer. Example of general working capital requirements of the Issuer includes operational expenses, procurement of spare parts, outsourced services contracts, log removal works (reservoir maintenance). (g) Listing status and types of listing, where applicable (h) Other regulatory approvals required in relation to the issue, offer or invitation to subscribe or purchase sukuk, and whether or not obtained : The Sukuk Murabahah will not be listed on Bursa Malaysia Securities Berhad or any other stock exchange. : None (i) Status : The Sukuk Murabahah shall constitute direct, unconditional, secured and unsubordinated obligations of the Issuer and shall at all times rank pari passu, without discrimination, preference or priority amongst themselves and at least pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer including the Permitted Indebtedness save for those preferred by law. (j) Form and Denomination : The Sukuk Murabahah shall be issued in accordance with: (a) the Participation and Operation Rules of Payment and Securities Services issued by Malaysian Electronic Clearing Corporation Sdn Bhd ( MyClear ) ( MyClear Rules ); and (b) the Operational Procedures for Securities Services issued by MyClear ( MyClear Procedures ) or their replacement thereof (collectively MyClear Rules and Procedures ) as applicable from time to time. Form The Sukuk Murabahah shall be represented by a global certificate to be deposited with BNM and may be exchanged for definitive bearer form only in certain limited circumstances.

3 Denomination The denomination of the Sukuk Murabahah shall be RM1 million or in multiples of RM1 million thereof or such other denominations as may be allowed by MyClear/ BNM at the time of issuance. (k) Issue Tenure : Each tranche of the Sukuk Murabahah shall have a tenure of more than one (1) year and up to fifteen (15) years from the issue date of the Sukuk Murabahah. (l) Yield to Maturity (%) : The yield to maturity shall be determined prior to the issuance of the Sukuk Murabahah. (m) Rights to Appoint Advisers : The Security Agent and the Sukuk Trustee shall have the rights to appoint independent consulting engineer and independent Takaful/ insurance adviser on an ad-hoc basis in consultation with the Issuer, as and when deemed necessary by the Security Agent and the Sukuk Trustee. The cost for appointments of such adviser shall be fully borne by the Issuer. (n) Hydro Plant : Bakun Hydroelectric Project located on the Balui River in the Upper Rajang River basin, 37km upstream from Belaga town in the State of Sarawak. (o) Project Documents : Refer to: (1) the power purchase agreement made between the Issuer and Syarikat SESCO Berhad ( Power Purchase Agreement ); (2) the EPC contracts with subsisting defects liability period; (3) the turbines refurbishment contract; (4) any performance bonds and advance payment bonds issued in favour of the Issuer in relation to the Project; (5) the operations and maintenance agreements made between the Issuer and SarawakHidro Power Sdn Bhd (as operator); and (6) such other contracts entered or to be entered by the Issuer after the issue date in relation to the operation and maintenance of the Hydro Plant to be mutually agreed between the Issuer and the Sukuk Trustee. (p) Transaction Documents : Refer to:

4 (1) facility agreement; (2) trust deed; (3) agency agreement; (4) Commodity Murabahah master agreement; (5) CTP purchase agreement; (6) CTP sale agreement; (7) security documents; (8) letter of undertaking in form and substance acceptable to the Lead Arranger to be issued by the Government of Malaysia ("Letter of Undertaking") whereby the Government of Malaysia undertakes in the event the Periodic FSCR or the Distribution FSCR falls below two (2) times on any Distribution Date, Periodic Payment Date or Maturity Date of the Sukuk Murabahah, as the case may be (hereinafter referred to as "Event"), Government of Malaysia shall within thirty (30) days from the date of its receipt of a written notice from the Sukuk Trustee notifying it of the occurrence of such an Event, deposit such amount of cash into the Revenue Account sufficient to reinstate and maintain the Periodic FSCR or the Distribution FSCR, as the case may be, of at least two (2) times; (9) securities lodgement form; (10) subscription agreement; and (11) such other relevant transaction documents as may be advised by the Solicitors. (q) Operating Budget : An annual budget prepared by the Issuer based on the Base Case Cash Flow Projections and which has been approved by the Issuer's board of directors, setting out the quarterly allocation of the Issuer's budgeted annual Operating Expenses. In the event of variance of more than ten per centum (10%) between the operating budget and the amount projected and provided in the Base Case Cash Flow Projections, the Issuer shall, through a formal request being made to the Security Agent and subject to the approval from the Sukukholders through the Sukuk Trustee, be entitled to such additional funds. The Issuer shall furnish to the Security Agent, amongst others, the following documents for the purpose of obtaining the approval:

5 (1) documentary evidence for the total expenses incurred and reason in relation to the variance; and (2) where applicable, confirmation from the relevant independent adviser to be appointed that such variance is reasonable. (r) Permitted Indebtedness : Such indebtedness in respect of: (1) Existing RM400.0 million Term Loan from Pensions Trust Fund Council ( Existing Term Loan ); (2) Existing Islamic Medium Term Notes Programme of up to RM1,000.0 million guaranteed by the Government of Malaysia ( Existing Sukuk ); and (3) the bank guarantee facility of up to the maximum aggregate principal sum of RM1.0 million granted by Malayan Banking Berhad; (4) the short term revolving credit-i facility of up to the maximum aggregate principal sum of RM100.0 million granted by Maybank Islamic Berhad ( Existing STRCi Facility 1 ); (5) the short term revolving credit-i facility of up to the maximum aggregate principal sum of RM285.0 million granted by Maybank Islamic Berhad ("Existing STRCi Facility 2"); (6) (i) any short term unsecured borrowing/financing having a tenure of not more than 12 months in the total aggregate amount of not exceeding RM100.0 million for the Issuer's working capital requirements in relation to the Hydro Plant; and (ii) such other borrowing/ financing which is subordinated to the Sukuk Murabahah, wherein the principal amount of such borrowing/financing shall not be repaid/paid until and unless the Sukuk Murabahah are fully redeemed, provided always that the Debt to Equity Ratio is met and the rating of the Sukuk Murabahah will not be adversely affected, pursuant to or following such incurrence of indebtedness. For the purpose of the above condition in relation to the rating of the Sukuk Murabahah, the Issuer shall prior to the incurrence of such indebtedness obtain confirmation in writing from

6 the Rating Agency that such a condition will be/is satisfied. (s) Material Adverse Effect : Means in relation to any event, the occurrence of which would have a material adverse effect on: (t) No Payment of Interest (1) the business or condition (financial or otherwise) or results of the operations of the Issuer; or (2) the ability of the Issuer to perform any of its obligations under any of the Transaction Documents or the Project Documents to which it is a party; or (3) the validity or enforceability of any Transaction Documents or Project Documents; or (4) any of the subject matters of the Securities. : For the avoidance of doubt and notwithstanding any other provision to the contrary herein contained, it is agreed and declared that nothing herein and the Transaction Documents shall oblige or entitle any party nor shall any party pay or receive or recover interest on any amount due or payable to another party pursuant to the terms herein, the Transaction Documents and the parties hereby expressly waive and reject any entitlement to recover such interest. (u) Purchase and Cancellation : The Issuer may at any time purchase the Sukuk Murabahah at any price in the open market or by private treaty, but these purchased Sukuk Murabahah shall be cancelled and cannot be reissued. (v) Redemption : Unless previously redeemed, purchased or cancelled, all outstanding Sukuk Murabahah will be redeemed by the Issuer at 100% of their nominal value on their respective maturity dates ("Maturity Date"). The Issuer may not redeem the Sukuk Murabahah prior to its Maturity Date unless approved by the Sukukholders by way of an extraordinary resolution. (w) Sukuk Trustees Reimbursement Account for Sukukholders Actions ( TRA ) : The Sukuk Trustee shall open and maintain a Shariahcompliant TRA in the name of the Sukuk Trustee with an Islamic bank to be appointed by the Issuer which is acceptable to the Sukuk Trustee with a sum of RM30, The TRA shall be solely operated by the Sukuk Trustee and the monies shall only be used strictly by the Sukuk Trustee in carrying out its duties in relation to the occurrence of Event of Default or enforcement events in the manner as provided in the

7 trust deed. This sum of money shall be maintained in the TRA at all times throughout the tenure of the Sukuk Murabahah. The monies in the TRA may be invested in Shariah-compliant bank deposit or Shariah-compliant instruments or securities in the manner as provided in the trust deed, with profit from the investment to be accrued to the Issuer. The monies in the TRA shall be returned to the Issuer upon final maturity of the Sukuk Murabahah in the event there is no declaration of Event of Default. (x) Taxation : All payments by the Issuer shall be made without withholding or deductions for or on account of any present or future tax, duty or charge of whatsoever nature imposed or levied by or on behalf of Malaysia or any other applicable jurisdictions, or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law, in which event the Issuer shall be required to make such additional amount so that the payee would receive the full amount which the payee would have received if no such withholding or deductions are made, Provided that no such additional amount shall be payable in respect of any Sukuk Murabahah presented for payment: (1) by or on behalf of a payee who is liable to such taxes, duties, assessments or governmental charges in respect of such Sukuk Murabahah by reason of it being a non-resident of Malaysia for tax purposes; or (2) by or on behalf of a payee who would not be liable or subject to such withholding or deduction by making declaration of residence in Malaysia or other similar claim for exemption to the relevant tax authority; or (3) more than thirty (30) days after the Relevant Date, unless the payee is entitled to such additional amount upon presentation of such Sukuk Murabahah for payment on the last day of such period of thirty (30) days. For the avoidance of doubt, paragraph (3) shall not apply to such payee falling under paragraphs (1) or (2) above. For the purpose of this term sheet, Relevant Date shall mean the date on which the payment first become due but, if the full amount of the money payable has not been received by the Facility Agent on or before the due date, it shall mean the date on which, the full payment of money having been so received.

8 (y) Jurisdiction : The Issuer shall unconditionally and irrevocably submit to the exclusive jurisdiction of the courts of Malaysia. (z) Other Conditions : The Sukuk Murabahah shall at all times be governed by the guidelines issued and to be issued from time to time by the SC, BNM and/or MyClear who have jurisdiction over matters pertaining to the Sukuk Murabahah. (aa) Distribution Account : Funds may be transferred from the RA to the Distribution Account in accordance with the provisions in relation to the RA as set out above provided that the financial covenants as set out herein shall be met following the transfer of such amounts from the RA to the Distribution Account. The Distribution Account shall be solely operated by the Issuer. Amounts deposited into the Distribution Account may be used solely for the purpose of paying dividends, distributing /advancing monies/loans to the Issuer's holding company or subsidiary(ies) or for investment in its subsidiary(ies) or to pay any advances or payments made by the Government of Malaysia pursuant to the Letter of Undertaking. If the amounts standing to the credit of the Distribution Account are not utilised for the aforesaid purposes, such amounts may be transferred back to RA. For the avoidance of doubt, upon any amounts being transferred from the RA to the Distribution Account, such amounts in the Distribution Account shall not constitute part of the Designated Accounts. (bb) Disclosure of the following: (a) If the Issuer or its board members have been convicted or charged with any offence under any securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law, or if any action has been initiated against the Issuer or its : 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. No action has been initiated against the Issuer or its board members for breaches of the same, for the past ten (10) years prior to the date of lodgement.

9 board members for breaches of the same, for the past ten years prior to the lodgement/ since incorporation (for Issuer incorporated less than ten years) (b) If the Issuer has been subjected to any action by the stock exchange for any breach of the listing requirements or rules issued by the stock exchange, for the past five years prior to the lodgement Any other material information. Where the PDS or sukuk involves Originator(s), Obligor(s) and Corporate Guarantor(s), the information set out in sub-paragraph 1.01 must also be provided on the said entities : Not applicable as the Issuer is not listed on any stock exchange. : Not applicable

Other Terms and Conditions. (a) Deferred Sale Price : The Deferred Sale Price shall be an amount equal to: in the case of Sukuk Murabahah without

Other Terms and Conditions. (a) Deferred Sale Price : The Deferred Sale Price shall be an amount equal to: in the case of Sukuk Murabahah without Other Terms and Conditions (a) Deferred Sale Price : The Deferred Sale Price shall be an amount equal to: (i) in the case of Sukuk Murabahah with Periodic Profit Payments and issued at par The Purchase