(i) Name : Sime Darby Global Berhad ( Issuer or Asset Trustee ).

Transcription

1 PRINCIPAL TERMS AND CONDITIONS 1. Background Information (a) Issuer (i) Name : Sime Darby Global Berhad ( Issuer or Asset Trustee ). (ii) Address : Registered Office: (iii) (iv) (v) (vi) Business registration number Date and place of incorporation Date of listing, where applicable Status on residence, i.e. whether it is a resident controlled company or non-resident controlled company 1 Note: The Issuer also acts as the trustee in respect of the Trust Assets (as defined in paragraph 2(y)(5) below) for and on behalf of the holders of the Sukuk (as defined in paragraph 2(c) below) ( Sukukholders ) and is referred to as the Asset Trustee or the Issuer where appropriate in this Principal Terms and Conditions and for the purpose of this transaction. 19th Floor, Wisma Sime Darby, Jalan Raja Laut, Kuala Lumpur, Malaysia. : U. : 3 December 2012/ Malaysia. : Not applicable. : Resident-controlled company. (vii) Principal activities : The establishment of the Multi-Currency Sukuk Programme (as defined in Paragraph 2(c)). To issue the non-ringgit denominated Sukuk under the Multi-Currency Sukuk Programme and to undertake all transactions in relation thereto. For the avoidance of doubt, no Ringgit-denominated Sukuk will be issued under the Multi- Currency Sukuk Programme. (viii) Board of directors : The Board of Directors of the Issuer as at 4 January 2013 are as follows: (ix) Structure of shareholdings and name of shareholders (1) Tong Poh Keow (2) Philip a/l K.O. Kunjappy (3) Alan Hamzah Sendut : The shareholding of the Issuer as at 4

2 or, in the case of a public company, names of all substantial shareholders January 2013 is as follows: Shareholder No. of Ordinary Shares Held Sime Darby Holdings Berhad Percentage Owned (%) (x) (xi) Authorised, issued and paid up capital 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 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 date of application. Where the issuer is a special purpose vehicle and is a conduit to : The authorised capital of the Issuer as at 4 January 2013 is RM100, divided into 100,000 ordinary shares of RM1.00 each; and The issued and paid-up capital of the Issuer as at 4 January 2013 is RM2.00 divided into 2 ordinary shares of RM1.00 each. : Not applicable. 2

3 (b) Obligor another entity which receives proceeds from the proposed issue or offer, the information as set out in sub-paragraph 2.01(a) must also be provided on the said entity. (i) Name : Sime Darby Berhad ( Sime Darby or Obligor ). (ii) Address : Registered Office: 19th Floor, Wisma Sime Darby, Jalan Raja Laut, Kuala Lumpur, Malaysia. (iii) (iv) (v) (vi) Business registration number Date and place of incorporation Date of listing, where applicable Status on residence, i.e. whether it is a resident controlled company or non-resident controlled company 3 : U : 7 November 2006 / Malaysia. : 30 November : Resident-controlled company. (vii) Principal activities : Investment Holding. (viii) Board of directors : The Board of Directors of Sime Darby as at 4 January 2013 is as follows: (1) Tan Sri Samsudin bin Osman; (2) Tan Sri Dato Sri Hamad Kama Piah bin Che Othman; (3) Tan Sri Dato Sri Dr Wan Abdul Aziz bin Wan Abdullah; (4) Tan Sri Dato Dr. Wan Mohd Zahid bin Mohd Noordin; (5) Tan Sri Datuk Amar (Dr) Tommy bin Hamid Bin Bugo; (6) Tan Sri Datuk Dr Yusof bin Basiran; (7) Dato Sri Lim Haw Kuang;

4 (ix) Structure of shareholdings and names of shareholders, or in the case of a public company, names of all substantial shareholders (8) Dato Henry Sackville Barlow; (9) Dato Azmi bin Mohd Ali; (10) Datin Zaiton binti Mohd Hassan; and (11) Dato Mohd Bakke bin Salleh. : The ten largest shareholders of Sime Darby based on the Register of Depositors as at 31 December 2012 is as follows: Shareholder AmanahRaya Trustees Berhad Qualifier: Skim Amanah Saham Bumiputera Citigroup Nominees (Tempatan) Sdn Bhd Qualifier: Employees Provident Fund Board Permodalan Nasional Berhad Kumpulan Wang Persaraan (Diperbadank an) Cartaban Nominees (Asing) Sdn Bhd Qualifier: SSBT Fund GB01 for Harbor International Fund No. of Ordinary Shares 2,219,719, ,038, ,652, ,957, ,299,94 7 Percent age Owned (%) AmanahRaya Trustees 121,415,

5 Berhad Qualifier: Amanah Saham Wawasan 2020 AmanahRaya Trustees Berhad Qualifier: Amanah Saham Malaysia Cartaban Nominees (Asing) Sdn Bhd Qualifier: Exempt AN for State Street Bank & Trust Company (West CLT OD67) Lembaga Kemajuan Tanah Persekutuan (FELDA) HSBC Nominees (Asing) Sdn Bhd Qualifier: BBH and CO Boston for Vanguard Emerging Markets Stock Index Fund 6 99,589, ,578, ,949, ,236, (x) Authorised,issued and paid-up capital : The authorised capital of Sime Darby as at 4 January 2013 is RM4,072,500, divided into 8,000,000,000 ordinary shares of RM0.50 each, 7,000,000,000 Series A redeemable convertible preference shares of RM0.01 each and 25,000,000 Series B 5

6 (xi) Disclosure of the following: If the Obligor 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 If the Obligor 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 date of application. redeemable convertible preference shares of RM0.10 each; and The issued and paid-up capital of Sime Darby as at 4 January 2013 is RM3,004,731, divided into 6,009,463,831 ordinary shares of RM0.50 each. Not applicable. Sime Darby Berhad had on 15 August 2008 received a letter of reminder from Bursa Malaysia Securities Berhad ( Bursa Securities ) on the following matter: 1) Quarterly Report Disclosure of Golden Hope Plantations Berhad's (which became a subsidiary of Sime Darby on 27 November 2007) 4th Quarterly Report ("QR") for period ended 30 June 2007 wherein CPO future contracts were not disclosed in the note for financial instrument in the QR. 2) The delayed submission of Golden Hope Plantations Berhad's annual audited accounts 2007 pursuant to Bursa Securities listing requirements. 2. Principal Terms and Conditions (a) Names of parties involved in the proposed transaction 6

7 (i) Joint principal advisers : HSBC Amanah Malaysia Berhad ( HSBC Amanah ) and Maybank Investment Bank Berhad ( Maybank IB ) (collectively the JPAs ). (ii) Joint lead arrangers : Citigroup Global Markets Limited, HSBC Amanah Malaysia Berhad, Maybank Investment Bank Berhad and Standard Chartered Bank (collectively the JLAs ). (iii) Co-arrangers : Not applicable. (iv) Solicitors : (i) Messrs Zul Rafique & Partners as the Issuer s/obligor s Malaysian Legal Counsel; (v) Financial adviser : Not applicable. (vi) Technical adviser : Not applicable. 7 (ii) Messrs Zaid Ibrahim & Co. as the JPAs /JLAs Malaysian Legal Counsel; (iii) Linklaters as the Issuer s/obligor s International Legal Counsel; and (iv) Allen & Overy LLP as the JLAs International Legal Counsel. (vii) Sukuk Trustee : Citicorp International Limited, who is referred to as the Delegate under paragraph 2(a)(xviii)(2). (viii) Shariah adviser : The Shariah Committee of HSBC Amanah Malaysia Berhad, Maybank Islamic Berhad, the Shariah Board of Citi Islamic Investment Bank E.C and the Sharia Supervisory Committee of Standard Chartered Bank. (ix) Guarantor : Not applicable. (x) Valuer : Not applicable. (xi) Facility agent : Not applicable. (xii) (xiii) Primary subscriber (under a bought-deal arrangement) and amount subscribed Underwriter and amount underwritten : Not applicable. : Not applicable. (xiv) Central depository : Euroclear Bank S.A./N,V. ( Euroclear ) and/or Clearstream Banking, sociétéanonyme ( Clearstream,

8 Luxembourg ). (xv) Paying agent : Citibank, N.A, London Branch. (xvi) Reporting accountant : Not applicable. (xvii) Calculation agent : Paying Agent (i.e. Citibank, N.A., London Branch) or such other entity specified in the Pricing Supplement for a Series of Sukuk. (xviii) Others (please specify) : (1) Placees/Subscribers for the Sukuk : To be determined prior to each issuance. (2) Delegate : Citicorp International Limited (acting as Delegate ). In accordance with the master declaration of trust to be entered into by the Issuer, Sime Darby and the Delegate ( Master Declaration of Trust ), the Asset Trustee will, inter alia, irrevocably and unconditionally appoint the Delegate to be its attorney and in its name and on its behalf to execute, deliver and perfect all documents and to exercise all the present and future duties, powers, authorities and discretions vested in the Asset Trustee by certain provisions in the Master Declaration of Trust. In addition, pursuant to the Master Declaration of Trust, certain powers will be vested solely in the Delegate. The Delegate is effectively playing the role of a Sukuk trustee. However, in the Islamic structure, it is referred to as the Delegate. (3) Transfer Agent : Citibank, N.A, London Branch. (4) Dealers : (i) Citigroup Global Markets Limited; (ii) The Hongkong and Shanghai Banking Corporation Limited; (iii) Maybank IB; (iv) Standard Chartered Bank; and/or any Dealer to be appointed from time to time either generally in respect of the Multi-Currency Sukuk Programme or in relation to a particular Series (as defined in paragraph 2(p) below) of Sukuk. 8

9 (5) Registrar : Citigroup Global Markets Deutschland AG (6) Lead Manager : Citigroup Global Markets Limited, The Hongkong and Shanghai Banking Corporation Limited, Maybank Investment Bank Berhad and Standard Chartered Bank and/or any other lead manager to be appointed from time to time either generally in respect of the Multi-Currency Sukuk Programme or in relation to a particular Series of Sukuk. (b) Islamic principles used : Ijarah and/or any other Islamic principle to be advised. (c) Facility description : A proposed multi-currency Sukuk programme ( Multi-Currency Sukuk Programme ) having a programme limit of up to USD1.5 billion (or its equivalent in other currencies) in nominal value ( Programme Limit ) under the Shariah principle of Ijarah for the issuance of Sukuk ( Sukuk ). The Shariah principle of Ijarah is one of the Shariah principles and concepts approved by the Securities Commission Malaysia ( SC ) s Shariah Advisory Council ( SAC ) and the issuance of Sukuk under the Multi-currency Sukuk Programme shall be utilising Lease Assets (as defined in paragraph 2(y)(5) below) comprising the beneficial ownership of Sime Darby in certain plantation lands and buildings. A diagrammatical illustration and description of the underlying transaction is set out in the Appendix A. In accordance with the Transaction Documents (as defined in paragraph 2(y)(4) below), no approval from the Sukukholders will be required for the following purposes throughout the tenure of the Multi-Currency Sukuk Programme: (a) For the Issuer to issue Sukuk based on Islamic principles other than Ijarah; or (b) To amend the structure described in this Principal Terms and Conditions so as to comply with any future requirements of the Ijarah principle; or (c) To amend the structure of any Islamic 9

10 principles (other than Ijarah) which may be adopted by the Issuer so as to comply with any future requirements of those Islamic principles, subject to the requirements in the Guidelines on Sukuk. For avoidance of doubt, any changes to the structure of the Islamic principle(s) of any Sukuk which are outstanding shall require prior approval from the Sukukholders other than where such changes would not be materially prejudicial to the interests of Sukukholders. (d) Identified assets : The Identified assets are the Lease Assets (as described in paragraph 2(y)(5)). (e) Purchase and selling price/rental (where applicable) : To be determined prior to each Sukuk issuance under the Multi-Currency Sukuk Programme and as specified in the applicable Pricing Supplement. (f) Issue/sukuk programme size : The aggregate nominal value of the Sukuk issued and outstanding under the Multi- Currency Sukuk Programme, at any point in time shall not exceed USD1.5 billion (or its equivalent in other currencies). (g) Tenure of issue/sukuk programme : Tenure of the Issue (h) Availability period of sukuk programme The Sukuk will have such maturities as may be agreed between the Issuer, Sime Darby and the relevant Dealer(s), subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the Specified Currency (as defined in the applicable Pricing Supplement). Tenure of the Multi-Currency Sukuk Programme The Multi-Currency Sukuk Programme does not have a fixed tenure. : The period commencing from the date of compliance of all conditions precedent, to the satisfaction of the Dealers, unless waived by the Dealers. (i) Profit/coupon/rental rate : To be determined prior to each Sukuk issuance under the Multi-Currency Sukuk Programme and as specified in the 10

11 (j) (k) (i) (m) (n) (o) Profit/coupon/rental payment frequency Profit/coupon/rental payment basis Security/collateral (where applicable) Details on utilisation of proceeds by issuer/obligor. If proceeds are to be utilised for project or capital expenditure, description of the project or capital expenditure, where applicable Sinking fund and designated accounts (where applicable) Rating Credit rating(s) assigned and whether the rating is final or indicative. In the case of a sukuk programme where the credit rating is not assigned for the full amount, disclosures set out in paragraph 9.04 of these Guidelines must be made; and applicable Pricing Supplement. : To be determined prior to each Sukuk issuance under the Multi-Currency Sukuk Programme and as specified in the applicable Pricing Supplement. : To be determined prior to each Sukuk issuance under the Multi-Currency Sukuk Programme and as specified in the applicable Pricing Supplement. : Unsecured. : The proceeds of each Series of Sukuk issued under the Multi-Currency Sukuk Programme will be applied by the Issuer pursuant to the terms of the relevant Transaction Documents to acquire assets from Sime Darby as specified in the Pricing Supplement for the relevant Series. The proceeds of each Series of Sukuk subsequently received by Sime Darby in consideration for the transactions entered into with the Issuer as set out above, as applicable, will be applied by Sime Darby to finance the Group s (as defined in paragraph 2(v) below) working capital requirements and general corporate purposes and/or to finance future investments and/or capital expenditure (which includes, but is not limited to the purchase and acquisition of property, plant and equipment, machinery and vehicles, planting expenditure, and replacement of plant and machinery) and/or if required, to refinance debt obligations (whether in whole or in part) of the Group or, as the case may be, as set forth in the Pricing Supplement for the relevant Series. : Not applicable. : The Multi-Currency Sukuk Programme has been assigned the following indicative ratings: A, by Fitch Ratings A, by Standard & Poor s Ratings Services A3, by Moody s Investors Services Limited 11

12 Name of credit rating agencies : Fitch Ratings ( Fitch ) / Standard & Poor s Ratings Services ( S&P ) / Moody s Investors Services Limited ( Moody s ) (p) Mode of issue : The Sukuk will be issued in series (each series of Sukuk being a Series ). The specific terms of each Series will be completed in the pricing supplement document issued for that Series (the Pricing Supplement ). The Sukuk may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis. (q) (r) Selling restriction, including tradability, i.e whether tradeable or non-tradeable Listing status and types of listing, where applicable : In respect of offering into Malaysia, the Sukuk may only be offered, sold, transferred or otherwise disposed directly or indirectly, to a person to whom an offer or invitation to subscribe the Sukuk may be made and to whom the Sukuk are issued would fall within Schedule 6 (or Section 229(1)(b)) and Schedule 7 (or Section 230(1)(b)) of the Capital Markets and Services Act, 2007 of Malaysia as amended from time to time ( CMSA ), and such other selling restrictions as may be applicable outside Malaysia. There are also restrictions on the offer, sale or transfer of the Sukuk in the United States of America, the European Economic Area, the United Kingdom, the United Arab Emirates (excluding the Dubai International Financial Centre), the Dubai International Financial Centre,the Kingdom of Saudi Arabia, Kingdom of Bahrain, Qatar (excluding the Qatar Financial Centre), Hong Kong, Singapore, and Australia and such other restrictions as may be applicable in connection with the offering and sale of the Sukuk in the relevant jurisdiction. Please see Subscription and Sale in the offering circular prepared in connection with the Multi-Currency Sukuk Programme ( Offering Circular ). : The Sukuk may be listed on the Singapore Exchange Securities Trading Limited ( SGX- ST ) and/or Bursa Securities under the Exempt Regime or such other or further stock exchange(s) as may be agreed 12

13 (s) Other regulatory approvals required in relation to the issue, offer or invitation to subscribe or purchase sukuk, and whether or not obtained 13 between the Issuer and the relevant Dealer(s) in relation to each Series. The applicable Pricing Supplement will state whether or not the relevant Sukuk under the Multi-Currency Sukuk Programme are to be listed, and if so, on which stock exchange(s). : The approval from Bank Negara Malaysia as the Controller of Foreign Exchange was obtained on 17 December (t) Conditions precedent : The conditions precedent to the first issue includes, but is not limited to the following: (1) Constitutive documents: certified true copies (and English translations (in the case of Sime Darby)) of the constitutive documents and memorandum and articles of association of each of the Issuer and Sime Darby. (2) Authorisations: A certified copy of all resolutions and other authorisations required to be passed or given, and evidence of any other action required to be taken, on behalf of the Issuer and Sime Darby (1) to approve and authorise the establishment of the Multi- Currency Sukuk Programme; (2) to approve its entry into the Transaction Documents to which it is a party and (in the case of the Issuer) the issue of Sukuk; (3) to authorise appropriate persons to execute each of the Transaction Documents to which it is a party and (in the case of the Issuer), any Sukuk and to take any other action in connection therewith and in relation to the Multi-Currency Sukuk Programme generally; and (4) (in the case of the Issuer), to authorise appropriate persons to enter into agreements with any Dealer on behalf of the Issuer to issue Sukuk. (3) Incumbency certificates: in respect of each of the Issuer and Sime Darby (as may be applicable), a list of the names, titles and specimen signatures of the persons authorised:

14 (a) to sign on its behalf the Transaction Documents to which it is a party and (in the case of the Issuer) any Sukuk and to take any other action in connection therewith; (b) (in the case of the Issuer) to enter into any relevant agreement with any Dealer(s) to issue Sukuk; and (c) to take any other action on its behalf in relation to the Multi-Currency Sukuk Programme. (4) Consents: a certified true copy (and English translation) of any necessary governmental, regulatory, exchange control or other approvals or consents. (5) Global Certificate: confirmation that the master global certificates duly executed by the Issuer, has been delivered to the Registrar; (6) Legal opinions: Legal opinions addressed to each of the Dealers and the Delegate from Messrs ZulRafique & Partners and Messrs Zaid Ibrahim & Co. as to the laws of Malaysia and Linklaters and Allen & Overy LLP as to English law. (7) Transaction Documents: each Transaction Document, duly executed or a conformed copy thereof and endorsed as exempted from stamp duty and, where applicable, presented for registration. (8) Offering Circular: a printed final version of the Offering Circular. (9) Confirmation of admission to listing and trading: Approval in principle of: (a) the SGX-ST for the listing of the Multi-Currency Sukuk Programme on the SGX-ST; and (b) Bursa Securities for the listing of the Multi-Currency Sukuk Programme on Bursa Securities under the Exempt Regime. (10) Auditors comfort letters: comfort 14

15 letters from PricewaterhouseCoopers Malaysia in respect of Sime Darby. (11) Ratings: confirmation of the ratings assigned to the Multi-Currency Sukuk Programme by each of Fitch, Moody s and S&P; (12) Fatwa: an English translation of a pronouncement from the Shariah Committee of HSBC Amanah Malaysia Berhad, the Shariah Board of Citi Islamic Investment Bank E.C, Maybank Islamic Berhad and the Sharia Supervisory Committee of Standard Chartered Bank that the Multi-Currency Sukuk Programme, the Transaction Documents and the Sukuk to be issued thereunder, and the related structure and mechanism described in the Multi- Currency Sukuk Programme documents, are in compliance with Shariah principles. The conditions precedent to each issue includes, but is not limited to the following: (1) Adverse Change: Since the relevant agreement date, there is no adverse change or any development or event involving a prospective adverse change from that set forth in the Offering Circular as at the relevant agreement date in the financial condition, results of operations or prospects of the Issuer, Sime Darby or the Group and no occurrence of any event making untrue or incorrect any of the representations and warranties contained in Clause 4 of the Programme Agreement; (2) Obligations: There is no outstanding breach of any of the obligations of the Issuer or Sime Darby under the Programme Agreement, any other agreement entered into in connection with the issue on the relevant agreement date, any other Transaction Document and Sukuk, other than any breach which would not have a Material Adverse Effect, which has not been expressly waived by the relevant Dealer; 15

16 (3) Global Certificate: Global Certificate being delivered to the common depository; (4) Authorisations: All the authorisations, approvals or consents required are delivered to the relevant Dealer with English translation where applicable. (5) Face Value of the Sukuk: the aggregate face amount (or, in the case of Sukuk denominated in a currency other than U.S. dollars, the U.S. dollar equivalent of the aggregate face amount) of the Sukuk to be issued, when added to the aggregate face amount (or, in the case of Sukuk denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (as so determined) of the aggregate face amount) of all Sukuk outstanding (as defined in the Master Declaration of Trust) on the proposed Issue Date (excluding for this purpose Sukuk due to be redeemed on the Issue Date) not exceeding the Programme Limit or such increased limit as may be authorised under the Programme Agreement and subject to receipt of any regulatory approval (if required). (6) Adverse Market Conditions: In the opinion of the relevant Dealer or, as the case may be, the Lead Manager, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer or, as the case may be, the Lead Manager, be likely to either (i) prejudice materially the success of the offering and distribution of the Sukuk proposed to be issued or, where relevant, the dealing in such Sukuk in the secondary market or (ii) materially change the circumstances prevailing at the relevant date (u) Representations and warranties : The representations and warranties of the Issuer and/or Sime Darby includes, but are 16

17 not limited to, the following: (1) it is duly incorporated and is validly existing under the law of its jurisdiction of incorporation. (2) it has the power to own its assets and conduct its business. (3) the transactions contemplated by, and all obligations expressed to be assumed by it in the Transaction Documents constitute or upon due execution, issue, delivery and entries being made in the register in accordance with the Master Declaration of Trust and the Agency Agreement, will constitute its legal, valid, binding and enforceable obligations subject to the applicable bankruptcy laws and other laws affecting the rights of creditors generally. (4) its entry into and the performance by it of the terms of, the Transaction Documents will not conflict with: (i) any law or regulation applicable to it; (ii) its constitutional documents; (iii) any agreement or instrument binding upon it or any of its assets; or other than, (in the case of Issuer) with respect to (i) only and (in the case of Sime Darby) with respect to (i) and (iii) only, any conflict of any law, regulation, agreement or instrument that would not individually or in the aggregate have a Material Adverse Effect; (5) it has the power and authority to execute, undertake and perform, its obligations under the Transaction Documents to which it is a party; (6) the Issuer, Sime Darby, and Sime Darby s subsidiaries and any of their affiliates and each person acting on any of their behalf (other than the Dealers) have complied and will comply with the offering restrictions requirement of Regulation S; (7) none of the Issuer, Sime Darby, Sime 17

18 Darby s subsidiaries nor any of their affiliates, nor any persons (other than the Dealers) acting on their behalf, has engaged or will engage in any directed selling efforts (as defined in Rule 902(c) under the Securities Act 1933) with respect to the Sukuk. (8) each of the Issuer, Sime Darby and Sime Darby's principal subsidiaries has in place all material policies of takaful/insurance adequate and customary for the conduct of its business as currently operated, and has complied in all respects with the terms and conditions of such policies other than where such non-compliance on an individual or aggregated basis would not have a Material Adverse Effect; (9) no Dissolution Event (as defined in paragraph 2(v) below) has occurred or is continuing. (v) Events of default, dissolution event and enforcement event, where applicable ( Dissolution Events ) : The Dissolution Events include where the following occurs and is continuing: (1) default is made in the payment of the Dissolution Amount (as defined in the Terms and Conditions) on a date fixed for payment thereof or default is made in the payment of any Periodic Distribution Amount (as defined in the Terms and Conditions) on the due date for payment thereof and such default continues unremedied for a period of five (5) business days in the case of the Dissolution Amount or ten (10) business days in the case of any Periodic Distribution Amount; or (2) the Issuer fails duly to perform or comply with any of the obligations expressed to be assumed by it in the Transaction Documents and the failure continues for a period of thirty (30) days following such failure to perform or comply (the Issuer to notify the Delegate 18

19 of such failure promptly in accordance with the provisions of the Master Declaration of Trust) and such failure is materially prejudicial to the interests of the Sukukholders; or (3) a Sime Darby Event (as defined in the Master Lease Agreement) occurs and is continuing; or (4) the Issuer repudiates any Transaction Document or announces or evidences in writing an intention to repudiate any Transaction Document ; or (5) at any time it is or will become unlawful for the Issuer (by way of insolvency or otherwise) to perform or comply with any of its obligations under the Transaction Documents or any of the obligations of the Issuer under the Transaction Documentsare not or cease to be legal, valid, binding and enforceable; or (6) either: (a) the Issuer becomes insolvent or is unable to pay its debts as they fall due; (b) an administrator or liquidator of the whole or substantially the whole of the undertaking, assets and revenues of the Issuer is appointed (or application for any such appointment is made); (c) the Issuer takes any action for a readjustment or composition with or for the benefit of its creditors or declares a moratorium in respect of any of its indebtedness or any guarantee of any indebtedness given by it or (d) the Issuer ceases or threatens to cease to carry on all or substantially the whole of its business; or (7) an order or decree is made or an effective resolution is passed for the 19

20 winding up, liquidation or dissolution of the Asset Trustee; or (8) any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in paragraphs (6) to (7) above. Upon occurrence of a Dissolution Event, the Delegate shall give notice of the occurrence of such Dissolution Event to the Sukukholders in accordance with the notice provisions in the terms and conditions of the Sukuk ( Terms and Conditions ), with a request to such Sukukholders to indicate if they wish the Sukuk to become immediately due and payable. If so requested in writing by Sukukholders representing not less than twenty five (25) per cent in aggregate face amount of the Sukuk for the time being outstanding (subject to being indemnified and/or secured and/or prefunded to its satisfaction), the Delegate may give notice to the Issuer, Sime Darby and the Sukukholders in accordance with the Terms and Conditions that the Sukuk are to be redeemed at the early dissolution amount (Dissolution Event), on the date specified in such notice (the Dissolution Event Redemption Date ). Upon payment in full of such amounts, the Trust will be dissolved and the Sukuk shall cease to represent interests in the Trust Assets and no further amounts shall be payable in respect thereof and the Issuer and the Asset Trustee shall have no further obligations in respect thereof. As set out in the Master Lease Agreement a Sime Darby Event includes but not limited to the following events or circumstances: (a) Sime Darby defaults in the payment of any amount due under the Transaction 20

21 Documents and the default continues for a period of five (5) business days; or (b) Sime Darby fails to perform or comply with any of its other obligations under the Transaction Documents, and the failure continues for a period of thirty (30) days following such failure (Sime Darby to notify the Delegate of such failure promptly in accordance with the provisions of the Master Declaration of Trust) and such event is materially prejudicial to the interests of the Sukukholders; or (c) if any order is made by any competent court or resolution is passed for the winding up or dissolution of Sime Darby or any principal subsidiary except,(i) in the case of a Solvent (as defined in this paragraph 2(v), see below) principal subsidiary, for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation (a Reorganisation) (A) on terms approved by an Extraordinary Resolution (as defined in this paragraph 2(v), see below) of the Sukukholders or (B) whereby, pursuant to such Reorganisation, the assets and undertaking of such principal subsidiary are otherwise transferred to or vested in Sime Darby or the other principal subsidiaries and no Reorganisation Rating Decline (as defined in this paragraph 2(v), see below) shall have occurred on or prior to the relevant Post- Reorganisation Date (as defined in this paragraph 2(v), see below) or (ii) (in the case of an order or resolution in respect of a principal subsidiary only) where such order or resolution would not have a Material Adverse Effect; or 21

22 (d) if Sime Darby or any principal subsidiary ceases or threatens to cease to carry on the whole or a substantial part of its business (save for the purposes of a Reorganisation on terms approved by an Extraordinary Resolution of the Sukukholders and, in the case of a Solvent principal subsidiary, for the purpose of and followed by a Reorganisation whereby, pursuant to such Reorganisation, the assets and undertaking of such principal subsidiary are transferred to or vested in Sime Darby or the other principal subsidiaries and no Reorganisation Rating Decline shall have occurred on or prior to the relevant Post-Reorganisation Date) or Sime Darby or any principal subsidiary stops or threatens to stop payment of (other than where such stopping or threatening to stop is in relation to debts which Sime Darby or a principal subsidiary is disputing in good faith and such dispute is resolved within 45 days of Sime Darby or such principal subsidiary stopping or threatening to stop such payment), or is unable to, or admits inability to, pay, a substantial part of its debts as they fall due or is deemed unable to pay a substantial part of its debts pursuant to or for the purposes of any applicable law, or is adjudicated or found bankrupt or insolvent except where, in either case and in respect of a principal subsidiary only, such event would not have a Material Adverse Effect; or (e) Sime Darby or any principal subsidiary (or their respective directors or shareholders by way of resolution) initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including the obtaining of a moratorium) or makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors in respect of 22

23 a substantial part of its debts) or any meeting is convened to consider a proposal for an arrangement or composition with its creditors generally (or any class of its creditors in respect of a substantial part of its debts); or (f) any Transaction Document ceases to be, or is claimed by Sime Darby not to be, in full force and effect; or (g) any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorisation, exemption, filing, licence, order, recording or registration) at any time required to be taken, fulfilled or done in order (i) to enable Sime Darby lawfully to enter into, exercise their respective rights and perform and comply with its obligations under the Transaction Documents, (ii) to ensure that those obligations are valid, legally binding and enforceable, and (iii) to make any Transaction Document admissible in evidence in the courts of England, is not taken fulfilled or done; or (h) any event occurs which, under the laws of any relevant jurisdiction, has an analogous effect to any of the events referred to in the foregoing paragraphs (a) to (g) of the definition of Sime Darby Event. Group means Sime Darby and its Subsidiaries, taken as a whole. Subsidiaries has the meaning given to such term in Section 5 of the Companies Act, 1965 of Malaysia; Extraordinary Resolution means(a) a resolution passed at a meeting of the Sukukholders duly convened and held in accordance with the Master Declaration of Trust by a majority consisting of not less than three-quarters of the persons voting thereat upon a show of hands or if a poll is duly demanded by a majority consisting of 23

24 not less than three quarters of the votes cast on such poll; or (b) a resolution in writing signed by or on behalf of holders of at least ninety per cent of the then aggregate outstanding face amount of the Sukuk, which resolution in writing may be contained in one document or in several documents in like form each signed by or on behalf of one or more of the Sukukholders; Indebtedness for Borrowed Money means any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures, debenture stock, loan stock or other securities or any borrowed money or any liability under or in respect of any acceptance or acceptance credit, which shall include any undertaking or other obligation to pay any money in connection with a transaction structured in compliance with the principles of Shariah and which has the commercial effect of a borrowing; Investment Grade means a rating of "AAA", "AA", "A" or "BBB", as modified by a "+" or "-" indication, or an equivalent rating representing one of the four highest rating categories, by S&P or any of its successors or assigns; a rating of "Aaa", "Aa", "A" or "Baa" as modified by a "1", "2" or "3" indication, by Moody's or any of its successors or assigns; a rating of "AAA", "AA", "A" or "BBB", as modified by a "+" or "- " indication, or an equivalent rating representing one of the four highest rating categories, by Fitch or any of its successors or assigns; or the equivalent ratings of any internationally recognised rating agency or agencies, as the case may be, approved by the Dealers, as the case may be; Material Adverse Effect means a material adverse effect on the financial condition, results of operations or prospects of the 24

25 Issuer, Sime Darby or the Group or a material adverse effect on the ability of the Issuer or Sime Darby to perform its obligations under the Transaction Documents or the Sukuk; Post-Reorganisation Date means the date falling six months after the completion of a Reorganisation (as defined in the Terms and Conditions); Reorganisation Rating Decline means in connection with a Reorganisation by a Solvent principal subsidiary, the Sukuk cease to be rated at least Investment Grade by each of the Rating Agencies rating the Sukuk; and Solvent means with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the relevant principal subsidiary is not less than the total amount required to pay the liabilities of the relevant principal subsidiary on its total existing debts and liabilities (including contingent liabilities) as they become due and payable, (ii) the relevant principal subsidiary is able to realise upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due and payable in the normal course of business, (iii) the relevant principal subsidiary will be able to meet its obligations under all outstanding Indebtedness for Borrowed Money as they fall due, and (iv) the relevant principal subsidiary is not a defendant in any civil action that in the reasonable expectation of such principal subsidiary would result in a judgment that such principal subsidiary is or would become unable to satisfy. (w) Covenants : The Issuer and/or Sime Darby shall provide covenants which shall include but not limited to the following: 25

26 Positive Covenants (1) it will at all times carry on and conduct its affairs in a proper and efficient manner and comply with and perform and observe all the provisions of the Master Declaration of Trust which are expressed to be binding on it and agrees that the Delegate shall be entitled to enforce all of the obligations of the Issuer under the Master Declaration of Trust; (2) to the extent that it prepares accounts, it shall cause to be prepared in respect of each financial accounting period accounts in such form as will comply with all relevant legal and accounting requirements and all requirements for the time being of Malaysia and in the case of Sime Darby, in respect of its annual consolidated financial statements, have such annual consolidated financial statements audited by its auditors and it shall at all times keep, and procure that each of its respective subsidiaries keeps, such books of account as may be necessary to comply with all applicable laws and so as to enable the accounts to be prepared, and allow the Delegate and anyone appointed by it, upon reasonable prior notice in writing, access to (in the case of a Dissolution Event, save for a Sime Darby Event), the books of account of the Issuer and (in the case of a Sime Darby Event), the books of account of Sime Darby and each of its Subsidiaries, in each case, during normal business hours; (3) it shall at all times execute all such further documents and do such further acts and things as may be required under applicable law to give effect to the Master Declaration of Trust; (4) it shall at all times maintain a Principal Paying Agent, Registrar and Transfer Agent under the Terms and Conditions and shall procure that each of the 26

27 Paying Agents makes available for inspection by Sukukholders at its specified office copies of the documents required by the Offering Circular to be made available and it shall require the Principal Paying Agent to notify the Delegate if payment of any relevant amount is not deposited into the Transaction Account (as defined in paragraph 2(x) below) by the relevant date as provided in the Agency Agreement; (5) it shall exercise its rights under the Purchase Undertaking (as defined in Appendix A) upon receipt of a Put Notice from the Registrar or a Paying Agent; (6) it shall give or procure to be given to the Delegate such opinions, certificates and information as it shall reasonably require and in such form as it shall reasonably require (including without limitation the procurement by the Issuer (or, as the case may be, Sime Darby) of all such certificates called for by the Delegate pursuant to the terms under the Master Declaration of Trust) for the purpose of the discharge or exercise of the duties, powers, authorities and discretions delegated to it under the Master Declaration of Trust or by operation of law; (7) it shall send to the Delegate, not less than 14 days, or such shorter period as may be agreed with the Delegate at the relevant time, prior to the date on which any such notice is to be given, the form of every notice to be given to the Sukukholders in accordance with Condition 19 (Notices) of the Terms and Conditions and promptly give to the Delegate a copy of the final form of every notice to be given by it to the Sukukholders in accordance with Condition 19 (Notices) of the Terms and Conditions ;and (8) if payments in respect of the Sukuk by 27

28 the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to Malaysia or any such political subdivision or any such authority therein or thereof, it shall, immediately upon becoming aware thereof, notify the Delegate of such event and (unless the Delegate otherwise agrees) enter forthwith into a trust deed supplemental to the Master Declaration of Trust, giving to the Asset Trustee an undertaking or covenant in terms corresponding to the terms of Condition 14 (Taxation) of the Terms and Conditions with the substitution for (or, as the case may be, the addition to) the references therein to Malaysia or any political sub division or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid, such supplemental declaration of trust also (where applicable in the opinion of the Delegate) to modify Condition 12.2 (Capital Distributions of Trust Early Dissolution for Tax Reasons) of the Terms and Conditions so that such Condition shall make reference to the other or additional territory, any political sub-division and any authority therein or thereof having power to tax. Negative Covenants The Issuer covenants that for so long as any Sukuk is outstanding, it will not (without the prior written consent of the Delegate, such consent not to be unreasonably withheld or delayed): (1) incur any indebtedness in respect of borrowed money whatsoever (whether structured in accordance with the principles of Shariah or otherwise), or give any guarantee or indemnity in 28

29 respect of any obligation of any person or issue any shares (or rights, warrants or options in respect of shares or securities convertible into or exchangeable for shares) or any other trust certificates; (2) grant or permit to be outstanding any lien, pledge, charge or other security interest upon any of its present or future assets, properties or revenues (other than those arising by operation of law); (3) sell, lease, transfer, assign, participate, exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber by security interest, lien (statutory or otherwise), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever or otherwise (or permit such to occur or suffer such to exist), any part of its interest in any of the Trust Assets except pursuant to any Transaction Document; (4) use the proceeds of the issue of the Sukuk for any purpose other than payment of the purchase price of the Lease Assets identified in the relevant Supplemental Purchase Agreement; (5) amend or agree to any amendment of any Transaction Document to which it is a party, or its memorandum and articles of association, in a manner which is prejudicial to the rights of holders of outstanding Sukuk without the prior approval of the Sukukholders by way of Extraordinary Resolution in accordance with the meeting provisions set out in the Terms and Conditions; (6) act as trustee in respect of any trust other than the Trust corresponding to a Series of Sukuk issued from time to time pursuant to the Multi-Currency Sukuk Programme; (7) have any subsidiaries or employees, save for the directors of the Issuer; (8) redeem or purchase any of its shares or pay any dividend or make any other 29

30 (x) Provisions on buy-back and early redemption of sukuk distribution to its shareholders; (9) prior to the date which is one year and one day after the date on which all amounts owing by the Asset Trustee under the Transaction Documents to which it is a party have been paid in full, put to its directors or shareholders any resolution for, or appoint any liquidator for, its winding-up or any resolution for the commencement of any other bankruptcy or insolvency proceeding with respect to it; or (10) enter into any contract, transaction, amendment, obligation or liability other than the Transaction Documents to which it is a partyor any permitted amendment or supplement thereto or as expressly permitted or required thereunder or engage in any business or activity other than: (i) as provided for or permitted in the Transaction Documents; (ii) the ownership, management and disposal of the Trust Assets as provided in the Transaction Documents; (iii) any matters that are required to maintain its corporate existence in accordance with applicable law and regulations; and (iv) such other matters which are incidental thereto. Put Notice means a notice received by the Issuer from the relevant Agent pursuant to the Terms and Conditions. Agent means the Paying Agent, the Transfer Agent, the Calculation Agent and the Registrar. : Buy-back of Sukuk Sime Darby and/or any of its subsidiaries may at any time purchase Sukuk at any price in the open market or otherwise. Following any purchase of Sukuk by Sime Darby and/or its subsidiaries, Sime Darby or its subsidiary, as the case may be, may at its option hold or resell such Sukuk (subject to 30

31 such Sukuk being deemed not to remain outstanding for certain purposes as provided under the Master Declaration of Trust if so held). Early redemption of Sukuk Unless the Sukuk are redeemed or cancelled earlier, the Issuer will redeem the Sukuk on the Scheduled Dissolution Date at their Final Dissolution Amount together with any Periodic Distribution Amount accrued and unpaid (if any) to the date of dissolution. Upon payment in full of such amounts and the dissolution of the Trust, the Sukuk shall cease to represent interests in the Trust Assets and no further amounts shall be payable in respect thereof and the Issuer and the Asset Trustee shall have no further obligations in respect thereof. Early Dissolution for Tax Reasons If: (1) (i) the Issuer has or will become obliged to pay additional amounts of taxes as a result of any change in, or amendment to, the laws or regulations of a relevant jurisdiction or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the issue date of the relevant Series; and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it; or (2) (i) the Issuer has received notice from Sime Darby as the Lessee that the Lessee has or will become obliged to pay additional amounts pursuant to the terms of the Lease Agreement as a result of any change in, or amendment to, the laws or regulations of a relevant jurisdiction or any change in the 31

32 application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the issue date of the relevant Series; and (ii) such obligation cannot be avoided by the Lessee taking reasonable measure available to it, then the Sukuk may be redeemed at the option of the Issuer (with the prior written consent of Sime Darby) in whole, but not in part, at any time (if the applicable periodic distribution rate is not based on floating rate) or on any periodic distribution date (if the applicable periodic distribution rate is based on floating rate) on giving notice to the Sukukholders in accordance with the Pricing Supplement and/or the Terms and Conditions at their Early Dissolution Amount (Tax), together with Periodic Distribution Amounts (specified in, or determined in the manner specified in, the applicable Pricing Supplement) accrued and unpaid (if any) to the Dissolution Date (as set out in the applicable Pricing Supplement). Dissolution following a Total Loss Termination Event Upon the occurrence of a Total Loss Termination Event (as defined in this paragraph 2(x), see below) the Sukuk shall be redeemed (in whole but not in part) and the trust dissolved on the dates specified by the Delegate in a notice given to Sukukholders in accordance with Terms and Conditions. Any redemption of the Sukuk upon the occurrence of a Total Loss Termination Event will be effected using the takaful/insurance proceeds and/or any Total Loss Shortfall Amount which are required to be paid into the Transaction Account within an agreed time period after the occurrence of the Total Loss Event. Total Loss Event means the total loss or destruction of, or damage to the whole of, the Lease Assets or any event or occurrence 32