Principal Terms and Conditions of the Proposed RCULS Issuance. South Peninsular Industries Berhad ( SPI or the Company )

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1 Principal Terms and Conditions of the Proposed RCULS Issuance 1. BACKGROUND INFORMATION (a) Issuer (i) (ii) (iii) (iv) (v) Name South Peninsular Industries Berhad ( SPI or the Company ) Address 1 st Floor, Lot 271, Jalan Dua Off Jalan Chan Sow Lin Kuala Lumpur Business registration no P Date/place of incorporation 29 January 1994, Malaysia Date of listing (in case of a public-listed company) 12 May 1995 (vi) Current status as at 31 October 2003 Status : Resident/non-resident controlled company Resident controlled company : Bumiputera/non-Bumiputera controlled company Bumiputera controlled company Upon completion of the Proposed Corporate Exercises Status : Resident/non-resident controlled company Resident controlled company : Bumiputera/non-Bumiputera controlled company non-bumiputera controlled company (vii) Principal activities As at 31 October 2003, SPI is an investment holding company. SPI s existing core subsidiary, S.P.I. Plastic Industries (M) Sdn Bhd is principally involved in the manufacturing of plastic injection moulded products and components. Another subsidiary, Metal Perforators (Malaysia) Sdn Bhd, is in the business of supplying metal products. Upon completion of the Proposed Acquisitions, SPI will principally be involved in investment banking and stockbroking activities. 1

2 Name Tan Sri Dato Azman Hashim (viii) Board of directors The particulars of the Directors of SPI and their respective shareholdings in the Company as at 31 October 2003 are as follows: No. of ordinary shares held Designation Nationality Direct Indirect No of No. of % shares shares % Non- Malaysian ,378,075 (1) Executive Chairman Mej. Gen. (Rtd) Dato Haji Fauzi Bin Hussain Datuk Mohd Zaman Hassan Bin Rahim Khan Soo Kim Wai Shalina binti Azman Independent Non- Executive Director Independent Non- Executive Director Non- Executive Director Non- Executive Director Notes : Malaysian Malaysian Malaysian Malaysian (1) Deemed interested through Arab-Malaysian Corporation Berhad pursuant to Section 6A of the Companies Act, The composition of the full Board of SPI upon completion of the Proposed Corporate Exercises has not yet been decided and only the proposed appointments of the ECM Libra Vendors to the Board of SPI have been agreed upon at this juncture. Further appointments and/or resignations in the Board of SPI, if any, would only be finalized closer to the completion of the Proposed Corporate Exercises. 2

3 The particulars of the existing and proposed Directors of SPI and their respective shareholdings after the completion of the Proposed Corporate Exercises are as follows: Name Tan Sri Dato Azman Hashim Mej. Gen. (Rtd) Dato Haji Fauzi Bin Hussain Datuk Mohd Zaman Hassan Bin Rahim Khan After Proposed Corporate Exercises* Nationality Direct Indirect No of No. of % shares shares % Malaysian ,067,113 (1) 8.1 Malaysian Malaysian Soo Kim Wai Malaysian Shalina binti Azman Malaysian Dato Kalimullah bin Masheerul Hassan Malaysian 81,000, Lim Kian Onn Malaysian 108,000, Chua Ming Huat Malaysian 81,000, Notes: # The respective designations of the existing and proposed Directors of SPI have not yet been agreed upon, and would only be finalized closer to the completion of the Proposed Corporate Exercises * Before conversion of the RCULS (1) Deemed interested through Arab-Malaysian Corporation Berhad pursuant to Section 6A of the Companies Act,

4 (ix) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders The particulars of the substantial shareholders of SPI and their respective shareholdings in the Company as at 31 October 2003 are as follows: Nationality/ Direct Indirect Country of No. of No. of % % Incorporation shares held shares held Hikkaya Jaya Sdn Bhd Malaysia 14,751, Mezzanine Capital (M) Sdn Bhd A.A. Assets Nominees (Tempatan) Sdn Bhd : Fulcrum Capital Sdn Bhd for Unfold Riches Sdn Bhd Arab-Malaysian Corporation Berhad Malaysia 8,626, Malaysia 5,115, Malaysia ,378,075 (1) Slan Sdn Bhd Malaysia ,378,075 (2) Tan Sri Dato Azman Hashim Malaysian ,378,075 (3) Notes: (1) Deemed interest through Hikkaya Jaya Sdn Bhd and Mezzanine Capital (M) Sdn Bhd pursuant to Section 6A of the Companies Act, (2) Deemed interest through Arab-Malaysian Corporation Berhad pursuant to Section 6A of the Companies Act, (3) Deemed interest through his shareholding in Slan Sdn Bhd pursuant to Section 6A of the Companies Act,

5 The particulars of the substantial shareholders of SPI and their respective shareholdings in the Company after completion of the Proposed Corporate Exercises are as follows: After Proposed Corporate Exercises* Nationality/ Direct Indirect Country of No. of No. of % % Incorporation shares held shares held Hikkaya Jaya Sdn Bhd Malaysia 22,126, Mezzanine Capital (M) Sdn Bhd A.A. Assets Nominees (Tempatan) Sdn Bhd : Fulcrum Capital Sdn Bhd for Unfold Riches Sdn Bhd Arab-Malaysian Corporation Berhad Malaysia 12,940, Malaysia 7,673, Malaysia ,067,113 (1) 8.1 Slan Sdn Bhd Malaysia ,067,113 (2) 8.1 Tan Sri Dato Azman Hashim Dato Kalimullah bin Masheerul Hassan Malaysian ,067,113 (3) 8.1 Malaysian 81,000, Lim Kian Onn Malaysian 108,000, Chua Ming Huat Malaysian 81,000, Notes: * Before conversion of the RCULS (1) Deemed interest through Hikkaya Jaya Sdn Bhd and Mezzanine Capital (M) Sdn Bhd pursuant to Section 6A of the Companies Act, (2) Deemed interest through Arab-Malaysian Corporation Berhad pursuant to Section 6A of the Companies Act, (3) Deemed interest through his shareholding in Slan Sdn Bhd pursuant to Section 6A of the Companies Act,

6 (x) Authorised and paid-up capital As at 31 October 2003, the authorised and paid-up share capital of SPI are as follows:- No. of shares Par Value RM (RM) Authorised 50,000, ,000,000 Paid-up 42,000, ,000,000 The authorised and paid-up share capital of SPI after the Proposed Corporate Exercises is as follows:- No. of shares Par Value RM (RM) Authorised 1,000,000, ,000,000,000 Paid-up - Upon completion of 433,000, ,000,000 Proposed Corporate Exercises* - Upon full conversion of RCULS 493,000, ,000,000 * Assuming placement of up to 100,000,000 new ordinary shares of RM1.00 each in SPI (b) Originator (in the case of asset-backed securities) (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) Name Address Business registration no. Date/place of incorporation Date of listing (in case of a public-listed company) Status : resident/non-resident controlled company : Bumiputera/non-Bumiputera controlled company Principal activities Board of directors 6

7 (ix) (x) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders Authorised and paid-up capital 2. PRINCIPAL TERMS AND CONDITIONS (a) Name of parties involved in the proposed transactions (where applicable) (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) Principal adviser(s)/ lead arranger(s) Aseambankers Malaysia Berhad Arranger(s) Valuers Solicitors Messrs. Foong & Partners Financial adviser Technical adviser Guarantor Trustee Malaysian Trustees Berhad Facility agent Aseambankers Malaysia Berhad Primary subscriber(s) and amount subscribed (where applicable) as there is no primary subscriber to the RCULS. Underwriter(s) and amount underwritten Syariah adviser (where applicable) Central depository Bank Negara Malaysia 7

8 (xiv) (xv) (xvi) Paying agent Bank Negara Malaysia Reporting accountant Ernst & Young Others (please specify) (b) (c) (d) Principle (conventional/islamic) Conventional Facility description Redeemable convertible unsecured loan stocks Issue size (RM) RM60,000,000 nominal value of 3% 5 year RCULS The subscribers to the RCULS and the respective number of RCULS to be subscribed for, are as follows: Subscribers Number of RCULS Subscribed Lim Kian Onn 24,000,000 Dato Kalimullah bin Masheerul Hassan 18,000,000 Chua Ming Huat 18,000,000 Total 60,000,000 (e) (f) (g) (h) Issue price (RM) At 100% of the nominal value of the RCULS Tenor of the facility/issue Five (5) years from the date of issuance of the RCULS Interest/coupon/profit or equivalent rate (%) (please specify) Interest rate of 3% per annum Interest/coupon/profit payment frequency Interest shall be payable by the Issuer annually in arrears on the last business day of each successive one year period ( Interest Period ), the first of such period commencing on the date of issuance of the RCULS. Interest ceases to be payable on the RCULS from and including the Conversion Date (i.e. the date of lodgement of a written notice of conversion ( Conversion Notice )) for conversion of RCULS into new ordinary shares in the Issuer ( New Shares ) PROVIDED THAT if the Conversion Notice is lodged five (5) business days or less before a date for payment of Interest ( Interest Payment Date ), for the purposes of calculation and payment of Interest, the allotment and issue of New Shares under the Trust Deed and the conditions of the RCULS, the Conversion Date will deemed to be on the business day after that Interest Payment Date. 8

9 Interest means interest at the rate of three percent (3%) per annum payable on the nominal value of the Outstanding RCULS which will be calculated on the basis of the actual number of days in the relevant year and the actual number of days elapsed. Outstanding RCULS means all the RCULS issued pursuant to the Trust Deed other than those RCULS which have been converted in accordance with the Trust Deed. (i) Interest/coupon/profit payment basis Interest accrues from and including the first day of each Interest Period, up to but excluding the last day of each Interest Period and will be calculated on the basis of the actual number of days in the relevant year and the actual number of days elapsed. (j) Yield to maturity (%) 3%, prior to conversion of the RCULS (k) (l) (m) (n) Security/collateral (if any) as the RCULS are unsecured Details on utilisation of proceeds None as the RCULS will be issued as part consideration for the Proposed ECM Libra Group Acquisition Sinking fund (if any) Rating - Credit rating assigned [Please specify if this is an indicative rating] The RCULS are not required to be rated as the RCULS are nontransferable and non-tradable. In addition the subscribers do not require a rating as the RCULS will be issued as part consideration for the Proposed ECM Libra Group Acquisition. - Name of rating agency (o) (p) (q) Form and denomination The RCULS will be issued in registered form, and shall be represented by Global Certificates which will be issued in denominations of RM1,000,000 nominal value each Mode of issue The RCULS will be reported and/or tendered on the Fully Automated System for Issuing/Tendering ( FAST ) and made under the Real Time Electronic Transfer of Funds and Securities ( RENTAS ) system operated and managed by Bank Negara Malaysia Selling restriction The RCULS shall not be transferable by the subscribers 9

10 (r) Listing status as the RCULS will not be listed (s) Minimum level of subscription (RM or %) 100% (t) (u) Other regulatory approvals required in relation to the issue, offer or invitation and whether or not obtained [please specify] No other regulatory approvals are required for the Proposed RCULS. Additional information for PDS: (i) Islamic principle (ii) (iii) Identified assets Purchase and selling price/rental (where applicable) (v) Conditions precedent The Proposed RCULS Issuance is subject to the conditions precedent in the share sale agreement entered into between the ECM Libra Vendors and SPI ( ECM SSA ) as the RCULS will be issued as part consideration for the Proposed ECM Libra Group Acquisition. The conditions precedent are as follows:- (a) a resolution being passed at a general meeting of SPI approving the Proposed Corporate Exercises; (b) the approvals of the following public authorities having been obtained for the Proposed Corporate Exercises, which require their approval: (i) SC for the Proposed Acquisitions, Proposed Private Placement, Proposed RCULS Issuance, Proposed Transfer To Main Board and Proposed Listing And Quotation; (ii) FIC for the Proposed Acquisitions and Proposed Private Placement; (iii) (iv) (v) (vi) MITI for the Proposed ECM Libra Group Acquisition; Malaysia Securities Exchange Berhad ( MSEB ) for the listing of and quotation for the Bonus Shares, Placement Shares, Consideration Shares and the New SPI Shares to be issued pursuant to the conversion of the Consideration RCULS; LOFSA for the acquisition of ECMLIB pursuant to the Proposed ECM Libra Group Acquisition (obtained on 5 December 2003); and Securities and Futures Commission of Hong Kong for the acquisition of ECMLS pursuant to the Proposed ECM Libra Group Acquisition. 10

11 (c) (d) (e) (f) the due execution of the share sale agreement entered into between Khazanah Nasional Berhad and SPI and the satisfaction of all conditions precedent specified in the said share sale agreement (executed on 14 November 2003); the conduct of a due diligence investigation by SPI into the ECM Libra Group (as defined in the ECM SSA); the execution of the relevant document constituting the RCULS upon such terms acceptable to the parties; and waiver by SC from making a mandatory general offer for the remaining shares in SPI by the ECM Libra Vendors upon terms acceptable to the ECM Libra Vendors. (w) Representations and warranties The Company represents and warrants as follows: Affirmative Covenants The Issuer covenants and undertakes with the Trustee and each holder of the RCULS ( RCULS Holder ) that for so long as any of the RCULS shall remain outstanding: (a) (b) (c) Ranking: the RCULS constitute direct, unconditional and unsecured obligations of the Issuer and shall at all times: (i) rank pari passu, without discrimination, preference or priority, amongst themselves; and (ii) rank at least pari passu and rateably without discrimination, preference or priority, with all other present and future unsecured obligations of the Issuer, subject to those preferred by law; and (iii) rank after all present and future secured obligations of the Issuer. Preparation of accounts: it will prepare all its financial statements on a basis consistently applied in accordance with generally accepted accounting principles in Malaysia and those financial statements shall give a true and fair view of the results of the operations of the Issuer for the period in question and the state of its affairs for the period to which the financial statements are made up and shall disclose all the liabilities (actual or contingent) of the Issuer; Financial information: it will deliver to the Trustee: (i) within 180 days after the end of each of its financial years, copies of its financial statements for that period which shall contain an income statement, profit and loss accounts and a balance sheet and be audited and certified by a firm of independent accountants, and any accounts, report, notice, statement or circular issued to the shareholders of the Issuer as soon as possible after the issue or publication thereof; 11

12 (ii) (iii) (iv) within 180 days after the end of each of its financial years, a certificate issued by the Issuer stating that it has complied with its obligations under the Trust Deed and the conditions of the RCULS and that there did not exist or had not existed, from the date of issuance of the RCULS or the date of the previous certificate, as the case may be, any Event of Default and if such is not the case, to specify any such default; any report, circular and notice of RCULS Holders meeting and every other document issued or sent to the RCULS Holders as soon as possible after the issue or publication thereof; such additional financial or other information as the Trustee may from time to time reasonably request including without limitation, such information which the Trustee may require in order to discharge its duties and obligations as trustee under the Trust Deed relating to the Issuer s affairs to the extent permitted by law; (d) (e) (f) Reporting Covenants: it will immediately notify the Trustee in writing: (i) of any Event of Default or that such other right or remedy under the terms, provisions and covenants of the Trust Deed and the RCULS have become immediately enforceable, and the Issuer shall take such steps as Trustee may reasonably request to remedy or mitigate the effect of that Event of Default or other matter; (ii) of any circumstance that has occurred that would materially prejudice the Issuer; (iii) of any substantial change in the nature of the business of the Issuer; (iv) of any change in withholding tax position or taxing jurisdiction of the Issuer; (v) of any change in the utilisation of proceeds from or consideration for the issuance of the RCULS insofar as the issue documents set out the specific purpose for which such proceeds or consideration are to be utilised; or (vi) of any other matter that may materially prejudice the interests of the RCULS Holders; Consents: the Issuer will obtain from time to time, and will promptly upon demand deliver to the Trustee certified true copies of the approval of the Securities Commission for the issuance of the RCULS and any other authorisations, approval, consent, licence, exemption, registration, filing or notarisation as may be necessary or desirable to ensure the validity, enforceability or priority of the liabilities of the Issuer or the rights of the RCULS Holders, and the Issuer will comply with all such approvals; Licences: the Issuer will obtain all necessary approvals and relevant licences and comply with all regulations relating to the carrying on of its business; 12

13 (g) (h) (i) (j) (k) (l) Records: the Issuer will keep proper books and accounts at all times which are adequate to record and reflect in accordance with generally accepted accounting principles in Malaysia the operations and financial condition of the Issuer and it will permit the Trustee or its agents and servants at all reasonable times to have access to and to inspect its books and accounts relating to its business and the Issuer shall give to the Trustee or any person authorised by the Trustee to inspect such books and accounts, such written authorisations as may be required to enable the Trustee and/or such authorised persons to inspect the said books and accounts; Conduct of business: the Issuer will exercise reasonable diligence in carrying out its business in a proper and efficient manner and in accordance with sound financial and commercial standards and practices and in accordance with its constitutional documents; Compliance with Issue Documents: at all times it will take all actions necessary or advisable to and otherwise fully comply with, observe and perform all its obligations under the Trust Deed and the other issue documents; Compliance with laws: it will comply with all applicable laws and regulations; Further assurances: from time to time on request from the Trustee do or procure the doing of all such acts and will execute or procure the execution of all such documents as the Trustee may reasonably consider necessary for giving full effect to the Trust Deed and each other issue document or securing to the Trustee and the RCULS Holders the full benefit of all rights, powers and remedies conferred upon the Trustee and the RCULS Holders in the Trust Deed and each other issue document; and Paying Agent: it will promptly cause and procure the Paying Agent to notify the Trustee in writing if the Paying Agent does not receive payment from the Issuer on the due dates as required under the Trust Deed or the RCULS and it will at all times keep and maintain a paying agent for the RCULS in Malaysia. 13

14 General Covenants The Issuer covenants and undertakes with the Trustee and each of the RCULS Holders that, from the date of the Trust Deed until all its liabilities and obligations hereunder and under the RCULS have been discharged, the Issuer will not without the prior written consent of the Trustee: (a) Transaction: enter into any transaction, whether directly or indirectly, with interested persons (including its director, its substantial shareholder or a person connected with such person) unless: (i) (ii) 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; and with respect to transactions involving an aggregate payment or value equal to or greater than RM25 million, the Issuer obtains a certification from an independent adviser that the transaction is carried out on fair and reasonable terms, Provided that the Issuer certifies to the Trustee that the transaction complies with paragraph (i) above, that the Issuer has received the certification referred to in paragraph (ii) above, where applicable, and that the transaction has been approved by the majority of the board of directors or shareholders in a general meeting as the case may require (b) (c) Constitutional documents: add to, delete, vary or amend any of its constitutional documents to the extent that it is inconsistent with the Trust Deed; and Dividends: pay any dividend on or in respect of any of its share capital if an Event of Default has occurred and is continuing. (x) Events of default If any of the following events ( Events of Default ) occurs and is continuing: (a) (b) (c) (d) the Issuer fails to make any payment or pay any interest in respect of the RCULS when due; the Issuer breaches or fails to observe or perform any of the terms or conditions under the RCULS, the Trust Deed or other issue documents (other than payment obligations under paragraph (a) above); a receiver has been appointed over the whole or a substantial part of the assets of the Issuer; a petition to wind-up the Issuer is presented or a winding-up order has been made against the Issuer or a resolution to wind-up the Issuer has been passed; 14

15 (e) (f) (g) (h) (i) the Issuer ceases or threatens to cease to carry on the whole or substantial part of its business which it carries on as at the date of the Trust Deed; the Issuer is, for the purposes of Section 218 of the Companies Act, 1965 deemed to be unable to pay its debts; any other indebtedness of the Issuer is not paid when due or becomes due and payable prior to its stated maturity or any security created for any other indebtedness becomes enforceable; unless otherwise sanctioned by the RCULS Holders by Extraordinary Resolution, if any consent, authorisation, licence or approval of, registration with or declaration to governmental or public bodies or authorities or courts in Malaysia (if any) required by the Issuer in connection with the execution, issue, offer, invitation, sale, delivery, validity or enforceability of the RCULS: (i) is modified to such degree as would be materially prejudicial to the interests of the RCULS Holders or impairs or prejudices the ability of the Issuer to comply with the terms and conditions of the Trust Deed; or (ii) is withheld, not granted or is revoked or terminated or has expired and is not renewed or otherwise ceases to be in full force and effect; or where a scheme of arrangement under Section 176 of the Companies Act, 1965 has been instituted against the Issuer, then in each and every case of any of the above the Trustee may at its discretion, and shall if so directed by the Majority RCULS Holders (as defined herein): (1) by notice to the Issuer, the Central Depository and the Paying Agent, require the Central Depository and the Paying Agent to act only in accordance with the instructions of the Trustee in relation to payments to be made by or on behalf of the Trustee under the Trust Deed on the terms and conditions of the Depository and Paying Agency Agreement; (2) by notice in writing to the Issuer, the Central Depository and the Paying Agent, require the transfer of all sums (if any) held by the Central Depository and the Paying Agent in respect of the RCULS to or to the order of the Trustee and require the Issuer to make all subsequent payments in respect of the RCULS to or to the order of the Trustee and not to the Central Depository and or the Paying Agent; (3) declare by notice in writing to the Issuer that notwithstanding the Maturity Date stipulated in the RCULS or the Interest Payment Date, an Event of Default has occurred and the Default Amount (as defined herein) shall become immediately due and payable; and 15

16 (4) without further notice to the Issuer, institute such proceedings and to take such steps as it may think fit including enforcing remedies under the Trust Deed and each of the issue documents. The Issuer must, upon receipt of a notice under sub-paragraph (3) above, immediately pay in full the amount mentioned in sub-paragraph (3). Majority RCULS Holders means the RCULS Holders voting in favour of an Extraordinary Resolution or the RCULS Holders signing a resolution in writing in accordance with the Trust Deed. Extraordinary Resolution means a resolution passed at a meeting of the RCULS Holders duly convened and held in accordance with the provisions of the Trust Deed by a majority consisting of not less than 75% of the persons voting thereat upon a show of hands, or, if a poll is demanded, by a majority consisting of not less than 75% of the votes given on such poll. (y) (z) Principal terms and conditions for warrants (where applicable) Other principal terms and conditions for the issue i) Conversion The RCULS Holders shall have the right to issue a Conversion Notice to convert all or any part of the RCULS into fully paid shares in the Issuer at the Conversion Price on a business day during the Conversion Period (i.e. the period from and including the business day immediately after the issue of the RCULS up to but excluding the Maturity Date) in accordance with the provisions of the Trust Deed. Any decimal fraction of a new share resulting from the exercise of the conversion right shall be disregarded and the Issuer shall not be required to either pay the value of such decimal fraction to the RCULS Holder or credit the Central Depository Account of the RCULS Holder for the decimal fraction of the new shares. Conversion Price means Ringgit Malaysia One (RM1.00) only for each new share in the Issuer subject to any adjustment as may be made pursuant to the terms of the Trust Deed. ii) Redemption The Issuer shall, on the Maturity Date, pay or procure to be paid unconditionally to the RCULS Holders not later than 11.00a.m. on the Maturity Date an amount sufficient to pay and redeem the principal amount of all Outstanding RCULS and any Interest accrued in the manner provided in the Trust Deed and the Depository and Paying Agency Agreement provided that every such payment to the RCULS Holders shall operate in satisfaction of the covenant of the Issuer set out herein. 16

17 iii) Undertakings As Regards Issue Of Shares (A) (B) The Issuer agrees with the Trustee and the RCULS Holders that, so long as any of the RCULS remains outstanding, it shall not without the consent of the Majority RCULS Holders :- (a) reduce its equity share capital or any uncalled liability in respect thereof or any share premium account or capital redemption reserve fund, except for the purposes of capitalisation of reserves and allotment of fully paid shares as a bonus distribution to its shareholders; (b) modify the rights attaching to its share capital or create or issue any share which as regards rights to voting, dividends or capital has more favourable rights than those attached to the shares in issue on the date of the Trust Deed; and (c) allot any shares, otherwise than by way of capitalisation of profits or reserves and allotment of fully paid shares to its shareholders or as permitted under subparagraph (B) below. For the avoidance of doubt, it is hereby expressly declared and agreed that the provisions of paragraph (A) above shall not apply to, and no consent is required from the Majority RCULS Holders for the following :- (a) the issue of new shares, securities convertible into shares or securities with rights to acquire or subscribe for shares by the Issuer the details of which have been announced by the Issuer to the public on or prior to the date of the Trust Deed; (b) the issue of new shares upon the exercise of the conversion right by the RCULS Holders or the issue of shares upon the conversion of any securities convertible into shares or the exercise of the securities with rights to acquire or subscribe for shares issued by the Issuer on or prior to the date of the Trust Deed or the details of which have been announced by the Issuer to the public on or prior to the date of the Trust Deed; (c) the issue of shares or the issue of shares upon the conversion of securities convertible into shares or upon the exercise of securities with rights to acquire or subscribe for shares granted or to be granted from time to time by the Issuer pursuant to any purchase or option scheme established for the benefit of officers (including directors holding executive office) and employees of the Issuer and approved by the shareholders of the Issuer (whether before or after the date of the Trust Deed); or 17

18 (d) (e) (f) (g) the issue by the Issuer of shares or securities convertible into shares or securities with rights to acquire or subscribe for shares in full or part satisfaction of any consideration for the purchase or acquisition of any shares in any other company or corporation, of any other securities or of property, assets, undertakings or business; the issue by the Issuer of shares or securities convertible into shares or securities with rights to acquire or subscribe for shares for cash or consideration other than for cash in conformity with any economic or other policy of the Government of Malaysia or other appropriate authority; the issue by the Issuer to shareholders and/or debenture holders (other than the RCULS Holders) of the Issuer of shares or securities convertible into shares or securities with rights to acquire or subscribe for shares by way of a rights issue by the Issuer (but subject to such exclusions or arrangements as the directors of the Issuer may deem necessary or expedient to deal with any legal or practical requirements or problems under or in connection with any law or the requirements of any regulatory bodies or the MSEB); and the issue by the Issuer of shares or securities convertible into shares or securities with rights to acquire or subscribe for shares as long as any such issue of shares (or in the case of securities convertible into shares or securities with rights to acquire or subscribe for shares, the total number of shares to be issued upon full conversion or full exercise) does not exceed 10% of the issued and paid up capital of the Issuer as at the date of issue of the shares or the securities (as the case may be). (C) (D) In the event that paragraph B(f) above operates, the Conversion Price of the RCULS shall be adjusted in the manner provided in the terms of the Trust Deed. Subject to the provisions of the Trust Deed relating to the adjustment of Conversion Price, nothing in the Trust Deed shall prevent the Issuer from issuing and the Issuer reserves the right to issue, shares to its shareholders as a bonus distribution. 18

19 (E) For the avoidance of doubt and subject to the provisions of the Trust Deed relating to the adjustment of Conversion Price, the conversion right, the Conversion Price and the provisions of the Trust Deed shall not be affected by any issue by the Issuer of shares, securities convertible into shares, securities with rights to acquire or subscribe for shares, or shares upon the conversion of securities convertible into shares or the exercise of securities with rights to acquire or subscribe for shares. iv) Payment by Issuer after a Declaration of an Event of Default (A) (B) Upon a declaration of an Event of Default, the Issuer will pay or procure to be paid unconditionally to, or to the order of, the Trustee and/or the Paying Agent, in Ringgit Malaysia in Kuala Lumpur in immediately available funds the aggregate of the following (the Default Amount ): i) any Interest due and owing from the Issuer but remaining unpaid ( Unpaid Interest ); ii) Interest on the nominal value of the Outstanding RCULS, for the period commencing on (and including) the Interest Payment Date immediately preceding the date of declaration of an Event of Default and ending on (but excluding) the date of declaration of default (the Accrued Amount ), based on a 365 day year and the actual number of days elapsed; and iii) default interest on the aggregate amounts of Unpaid Interest and the Accrued Amount, at the Overdue Rate (as defined herein) for the period commencing on (and including) the date of declaration of default and ending on (but excluding) the date of actual payment of such aggregate amounts, based on a 365 day year and the actual number of days elapsed; and iv) an amount sufficient to pay and redeem the principal amount of the Outstanding RCULS. Overdue Rate means one percent (1%) above the base lending rate of Malayan Banking Berhad, calculated from the relevant due date until the date of payment and on the basis of a year of 365 days and the actual number of days elapsed. 19

20 (C) For the avoidance of doubt, the base lending rate of Malayan Banking Berhad to be used in connection with the calculation of the Overdue Rate in the Trust Deed and the conditions of the RCULS shall be the base lending rate quoted by Malayan Banking Berhad on the first business day of the relevant interest period (which shall be based on successive periods of one month), and which shall be fixed for the entire duration of that particular interest period. Interest payable under this provision shall accrue daily and be calculated on the basis of actual number of days elapsed and a year of 365 days and shall be due and payable by the Issuer immediately. So long as any monies remain unpaid, interest shall continue to be calculated on the same basis and interest payable under this provision which is unpaid at the end of each interest period shall thereafter itself bear interest at the rate provided herein accordingly. v) Taxes All payments by the Issuer under the Trust Deed and/or in respect of the RCULS whether principal, interest or other amounts shall be made by the Issuer in full without any deduction or withholding of any amount for or on account of any present or future taxes, duties, assessments or charges of whatsoever nature imposed or levied by or on behalf of Malaysia or any other applicable jurisdiction or any authority thereof or therein having power to tax unless the deduction or withholding is required by law, in which event the Issuer shall: (a) ensure that the deduction or withholding does not exceed the minimum amount legally required; (b) pay to the relevant taxation or other authorities within the period for payment permitted by applicable law the full amount of the deduction or withholding; and (c) furnish to the Trustee within the period for payment permitted by applicable law, either: (1) the official receipt of the relevant taxation authorities in respect of all amounts so deducted or withheld as aforesaid; or (2) if such receipts are not issued by the relevant taxation authorities on payments to them of amounts so deducted or withheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding. The Issuer will not pay and shall not be required to pay any additional amount in respect of any such deduction or withholding required by law. vi) Governing Law The laws of Malaysia and the exclusive jurisdiction of the Courts of Malaysia. 20