ARREIT MTN 1 SDN BHD PROPOSED ISSUANCE OF UNRATED MEDIUM TERM NOTES PROGRAMME OF UP TO RM950.0 MILLION IN NOMINAL VALUE ( MTN PROGRAMME )

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1 Other Terms and Conditions (i) Interest/ coupon rate Tranche 1 MTNs 0.5% per annum ( p.a. ) plus the Investor s Cost Funds ( COF ) quoted by the Investor prior to issuance the Tranche 1 MTNs or prior to the commencement each coupon period, as the case may be. Remaining Tranches The interest/coupon rate the Remaining Tranches MTNs may be fixed or floating which is to be mutually agreed by the Issuer and the Investor and determined prior to the issuance the Remaining Tranches MTNs. The Issuer has the option to convert from floating rate to fixed rate during the subsistence the MTNs issued under the MTN Programme for the remainder the tenure the MTNs at the rate and subject to the conditions to be approved and determined by the Investor at its absolute discretion. Such option can only be exercised at the end each coupon period. (ii) (iii) Interest/ coupon frequency and basis Details on utilisation proceeds by issuer The coupon will be payable in arrears on the basis one(1), two(2) or three (3) months or such other period as the Issuer and the Investor may agree subject to the rules issued by PayNet. The coupon will be calculated based on the actual number days elapsed over 365 days basis (actual/365 days) in accordance with the rules PayNet. The proceeds raised from the MTN Programme shall be utilised by the Issuer for the following:- (i) (ii) Items In respect Tranche 1 MTN, to advance to AmanahRaya REIT vide the REIT Trustee pursuant to the Inter-company Loan Agreement to part finance the cost acquiring Vista Tower. In respect the Remaining Tranches MTN, subject to the approval the Investor, to advance to AmanahRaya REIT vide the REIT Trustee pursuant to Amount (RM Million)

2 the Inter-company Loan Agreement for the following purposes:- (a) to finance or reimburse future acquisition properties by AmanahRaya REIT; and/or (b) to refinance present or future borrowings undertaken or to be undertaken by the REIT Trustee for its investment activities (including but not limited to acquisition cost and capital expenditure which includes regular capital expenditure and asset enhancement initiatives) and the related acquisition and financing expenses; and/or (c) to finance working capital requirements AmanahRaya REIT and to defray expenses incurred in relation to the MTN Programme. Total (iv) Status and Ranking (v) Form and Denomination The MTNs constitute direct, unconditional, unsubordinated and secured obligations the Issuer and rank pari passu without discrimination, preference or priority amongst themselves and at least pari passu with all other present and future unsecured obligations the Issuer from time to time (subject to those preferred by law). Form The MTNs will be issued in bearer form and represented at all times by global certificates to be deposited with the Central Securities Depository and will be prescribed under the Scripless Securities Depository System maintained by BNM. The MTNs shall be prescribed and be reported under the rules PayNet and shall comply with all rules and requirements set out by PayNet. Denomination The MTNs shall be issued in the denomination RM100,000 each 2

3 and in multiples RM100,000 there or such other denomination as may be mutually agreed between the Issuer and the Principal Adviser and the Lead Arranger or the Facility Agent. (vi) Issue Price (RM) The MTNs will be issued at par. The issue price shall be computed in accordance with the Operational Procedures for Securities Services issued by PayNet, as amended or substituted from time to time. (vii) Default Interest Interest on overdue amounts shall be payable at: (a) (b) (c) in the case overdue payment prior to the declaration an Event Default, one per centum (1%) per annum above the applicable coupon rate or such other rate at the Investor s absolute discretion; in the case where overdue payment has continued for a period exceeding one (1) month and no declaration Event Default has been made, the base lending rate the Investor as prescribed by the Investor from time to time, or an additional one per centum (1%) above the applicable coupon rate on the entire outstanding amount, whichever is higher, or at such other rate at the Investor s absolute discretion; in the case overdue payment on and subsequent to the declaration an Event Default, three point five per centum (3.5%) per annum above the base lending rate the Investor as prescribed by the Investor from time to time or such other rate on the entire outstanding amount at the Investor s absolute discretion; chargeable on the amount due (nominal, coupon and/or other charges) from and including the relevant date(s) the monies are due and ending on and excluding the date payment is received by the Investor, calculated based on the actual number days elapsed and a year 365 days. (viii) Redemption (ix) Details the Designated Accounts Subject to the terms herein, the Issuer shall redeem the MTNs at their nominal value on the respective maturity date(s) each tranche, unless previously cancelled or the maturity the MTNs is accelerated by virtue the declaration an Event Default. The Issuer shall open the following accounts with Public Bank Berhad: 1. Vista Tower Proceeds Account 3

4 Name account : Vista Tower Proceeds Account Parties responsible for opening the account Parties responsible for maintaining/ operating the account : REIT Trustee : Party responsible for maintaining the account: REIT Trustee Party responsible for operating the account: REIT Trustee, save for the occurrence an Event Default, upon which the account shall be solely operated by the Security Agent Sources funds : The following shall be deposited or cause to be deposited into the Vista Tower Proceeds Account:- i. all amounts (including the deposits received or to be received from the tenant(s) Vista Tower ( Deposits )) received from the tenant(s) the Vista Tower; ii. all other amounts derived from the Vista Tower including any service charges and/or car park charges; iii. all proceeds from the Permitted Investments, including earnings therefrom, arising out the Vista Tower Proceeds Account; and 4

5 iv. any other monies received by and/or paid to the REIT Trustee in relation to the Vista Tower from time to time. Utilisation funds : Monies in the Vista Tower Proceeds Account shall be used to meet the following permitted items/outlays ( Permitted Withdrawal ) in the following order priority if no Event Default has occurred and/or declared: (i) payment interest/coupon pursuant to the MTNs issued under the MTN Programme when due and payable; (ii) payment principal amount pursuant to the MTNs issued under the MTN Programme when due and payable; (iii) any statutory payments (including but not limited to assessment fee, quit rent, tax) in relation to Vista Tower when due and payable; (iv) (v) payment any fees and expenses in relation to the establishment and maintenance the MTN Programme including the Issuer s operating and administrative expenses when they fall due and payable; refund Deposits (if any) to the relevant tenant(s) in accordance with the terms the relevant tenancy agreement(s); (vi) payment for AmanahRaya REIT s operating expenses, 5

6 working capital, the REIT Trustee s and the REIT Manager s fees, where applicable which are permitted to be incurred by the REIT Trustee pursuant to the provisions REIT Trust Deed; (vii) financing AmanahRaya REIT s investment activities (including but not limited to capital expenditures, renovation and refurbishment expenditures), where applicable; (viii) payment dividends and/or distributions to the unitholders AmanahRaya REIT subject to the conditions imposed in the Undertaking Letters; (ix) such other utilisation as permitted under the REIT Guidelines. Upon Event Default Notwithstanding the above, monies in the Vista Tower Proceeds Account shall be applied to meet the following permitted items/outlays in the following order priority upon the occurrence and/or declaration an Event Default: (i) all outstanding statutory payments in relation to Vista Tower (including but not limited to the assessment fee, quit rent, tax); (ii) payment recovery costs which includes costs incurred in the enforcement any rights in connection with the MTNs issued under the MTN Programme; 6

7 (iii) payment outstanding interest/coupon pursuant to the MTNs issued under the MTN Programme; (iv) payment outstanding principal pursuant to MTNs issued under the MTN Programme; and (v) upon full settlement the above and all other amounts due and payable by the Issuer, any surplus to be paid to the REIT Trustee for any such utilisations as permitted and governed under the REIT Guidelines. 2. Collection Account Name account : Collection Account Parties responsible for opening the account : REIT Trustee Parties responsible for maintaining/ operating the account : Party responsible for maintaining the account: REIT Trustee Party responsible for operating the account: REIT Trustee Signatories to the account : REIT Trustee 7

8 Sources funds : The Collection Account is to capture the following:- (i) proceeds derived from Holiday Villa Langkawi; (ii) proceeds derived from Wisma Comcorp; (iii) proceeds derived from Deluge Factory; (iv) save for disposal proceeds, any other monies (including but not limited to proceeds arising from insurance claims) received by and/or paid to the REIT Trustee in relation to each Holiday Villa Langkawi, Deluge Factory and Wisma Comcorp from time to time. Utilisation Funds There are no restrictions on withdrawal monies standing to the credit the Collection Account. (x) Documentation The MTN Programme shall be evidenced by documentation prepared by the Solicitors as follows. The Issue Documents shall include but not limited to:- (a) the Securities Lodgement Form for Central Security Depository and Paying Agency Services; (b) (c) (d) the subscription agreement; the Undertaking Letters; the following security documents to secure the redemption the MTNs issued under the MTN Programme:- 8

9 (i) (ii) (iii) (iv) (v) (vi) (vii) the Vista Tower Charge; the Holiday Villa Langkawi Charge: the Wisma Comcorp Charge; the Deluge Factory Charge; the Assignment and Charge Vista Tower Proceeds Account; the Assignment Rental Proceeds; the Assignment Inter-company Loan Agreement; and such other documents or agreements designated as such by the Principal Adviser and Lead Arranger in connection with the MTN Programme. (xi) Taxation (xii) Disclosure (xiii) Indemnity (xiv) Jurisdiction All payments by the Issuer shall be made without withholding or deductions for or on account any present or future tax, duty or charge whatsoever nature imposed or levied by or on behalf Malaysia or the laws Malaysia unless such withholding or deduction is required by law, in which event, the Issuer shall be required to gross up for any such withholding or deduction. The Issuer and its board members have not been convicted or charged with any fence under any securities laws, corporation laws or other laws involving fraud or dishonesty in a court law, and no action has been initiated against the issuer or its board members for breaches the same, since incorporation. The Issuer shall indemnify the Principal Adviser and Lead Arranger against all liabilities, claims, actions, demands, losses, costs, charges and expenses which the Principal Adviser and Lead Arranger suffer or incur resulting from or are attributable to any breach any representation or warranty given by the Issuer or arising from any non-compliance with regulatory requirements save and except that the Issuer had acted on the advice the Principal Adviser and Lead Arranger which resulted in such non-compliance with regulatory requirements. The parties shall unconditionally and irrevocably submit to the nonexclusion jurisdiction the Courts Malaysia. (xv) Other conditions The MTN Programme shall at all times be governed by the guidelines issued and to be issued from time to time by the SC and/or BNM over matters pertaining to the MTN Programme. 9

10 (xvi) Costs and expenses (xvii) Details Accessory Parcels All legal and pressional fees, the cost due diligence exercises, stamp duties (where applicable), taxes and any other out--pocket expenses, incurred pursuant to the MTN Programme shall be borne by the Issuer irrespective whether the MTNs are issued. A50, A81, A82, A83, A84, A87, A125, A64, A65, A66, A67, A68, A69, A70, A71, A72, A73, A74, A75, A76, A77, A78, A126, A127, A128,A164, A165, A166, A167, A168, A172, A173, A174, A175, A176, A177, A178, A179, A157, A158, A161, A162, A163, A169, A180, A142, A143, A144, A145, A146, A147, A148, A151, A152, A153, A159, A181, A183, A184, A185, A129, A130, A131, A132, A133, A134, A135, A137, A138, A140, A141, A186, A187, A188, A256, A257, A258, A254, A259, A326, A267, A275, A327, A274, A298, A299, A300, A268, A276, A282, A287, A341, A393, A394, A395, A396, A397, A398, A399, A401, A402, A433, A434, A435, A436, A437, A438, A439, A440, A441, A442, A431, A443, A444, A445, A446, A447, A448, A472, A473, A474, A489, A491, A492, A421, A422, A423, A424, A425, A427, A428, A429, A430, A449, A450, A452, A453, A454, A455, A456, A469, A470, A471, A497, A498, A499, A500, A501, A502, A503, A505, A538, A539, A540, A541, A542, A543, A544, A545, A536, A546, A547, A548, A549, A550, A551, A575, A576, A577, A592, A593, A594, A595, A526, A527, A528, A529, A530, A532, A533, A534, A535, A552, A553, A554, A555, A556, A557, A558, A559, A572, A573, A574, A600, A601, A602, A603, A604, A605, A606, A607, A608, A628, A629, A630, A631, A632, A633, A634, A635, A658, A659, A609, A626, A636, A637, A638, A639, A640, A641, A653, A654, A655, A656, A657, A611, A612, A616, A617, A618, A619, A620, A621, A622, A623, A624, A625, A642, A643, A644, A645, A646, A647, A648, A649, A650, A651, A652, A670, A671, A683, A684, A685, A694, A700, A701, A702, A703, A711, A712, A672, A673, A674, A675, A676, A677, A678, A679, A680, A681, A682, A704, A705, A706, A707, A708, A709, A710, A789, A