10 th Floor, Menara Hap Seng, No. 1 & 3 Jalan P. Ramlee, Kuala Lumpur. : H. : 11 June 2013, Malaysia. : Not applicable.

Transcription

1 PRINCIPAL TERMS AND CONDITIONS 1. Background Information a. Issuer i. Name : EXIM Sukuk Malaysia Berhad ("Issuer" or "Trustee"). ii. Address : Registered address Note: The Issuer also acts as the trustee in respect of the Trust Assets (as defined in paragraph 2(y)(4) below) for and on behalf of the holders of the Sukuk (the "Sukukholders") and is referred to as the "Trustee" and the "Issuer" in these Principal Terms and Conditions and for the purposes of this transaction. 10 th Floor, Menara Hap Seng, No. 1 & 3 Jalan P. Ramlee, Kuala Lumpur. iii. iv. Business registration number Date and place of incorporation : H. : 11 June 2013, Malaysia. v. Date of Listing, where applicable : Not applicable. vi. Status on residence, i.e. whether it is a resident controlled company or non-resident controlled company : Resident controlled company. vii. Principal activities : The principal activities of the Issuer are to raise funds and/or to issue Sukuk under the Shariah principle of Wakala for or in connection with EXIM Bank. viii. Board of directors : The Board of Directors of the Issuer as at 1 September 2013 is as follows: 1. Lim Lee Kuan (NRIC No ) 1

2 ix. Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders 2. Mohammed Izad bin Ariffin (NRIC No ) : The shareholder and the structure of the shareholding of the Issuer as at 1 September 2013 are as follows: Shareholder No. of ordinary shares held Percentage owned (%) TMF Malaysia (Company W) Trustees Berhad No x. Authorised, issued and paid-up capital : The authorised share capital of the Issuer as at 1 September 2013 is RM100, divided into 100,000 ordinary shares of RM1.00 each. The issued and paid-up capital of the Issuer as at 1 September 2013 is RM2.00 divided into 2 ordinary shares of RM1.00 each. xi. Disclosure of the following: : If the issuer or its board members have been convicted or charged with any offence under the securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law, for the past five years prior to the date of application; and Nil. 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, Nil. 2

3 for the past five years prior to the date of application. b. Obligor i. Name : Export-Import Bank of Malaysia Berhad ("MEXIM" or "Obligor"). ii. Address : Registered address iii. Business registration number Level 16, EXIM Bank Jalan Sultan Ismail Kuala Lumpur Wilayah Persekutuan Business address Level 16, EXIM Bank Jalan Sultan Ismail Kuala Lumpur Wilayah Persekutuan : K. iv. Date and place of incorporation : 29 August 1995, Malaysia. v. Date of listing, where applicable : Not applicable. vi. Status on residence, i.e. whether it is a resident controlled company or non-resident controlled company : Resident controlled company. vii. Principal activities : The principal activities of the Obligor are: to operate the business of banking in the promotion and support of export, import and investment for the country s development by granting credit, issuing guarantees and providing other related services; to carry on the business of banking in all its branches and departments; to receive money, securities and valuable of all 3

4 kinds on deposits, at interest or otherwise; and to provide export and domestic credit insurance facility. viii. Board of directors : The Board of Directors of the Obligor as at 1 September 2013 is as follows: 1. Dato Mohd Hashim bin Hassan (NRIC No ) 2. Nik Najib bin Hussain (NRIC No ) 3. Dato Md. Agil bin Mohd Natt (NRIC No ) 4. Zakaria bin Ismail (NRIC No ) 5. Ismail bin Mahbob (NRIC No ) 6. Wong Seng Foo (NRIC No ) 7. Dato Dr. Mohd Isa bin Hussain (NRIC No ) 8. Rosli bin Mohamed Nor (NRIC No ) 9. Dato Adissadikin bin Ali (NRIC No ) ix. Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders : The shareholders of the Obligor as at 1 September 2013 are as follows: Shareholder Minister of Finance (Incorporated) No. of shares held Percentage owned (%) 2,708,665,283* Persuruhjaya Tanah Persekutuan * includes one (1) redeemable preference share of RM1.00. x. Authorised, issued and paid-up capital : The authorised capital of the Obligor as at 1 September 2013 is RM3,000,000, divided into 3,000,000,000 ordinary shares of RM1.00 each and 4

5 1 redeemable preference shares of RM1.00 each. The issued and paid-up capital of the Obligor as at 1 September 2013 is RM2,708,665, divided into 2,708,665,283 ordinary shares of RM1.00 each and 1 redeemable preference share of RM1.00 each. 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 Nil. Nil. 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. 2. Principal Terms and Conditions a. Name of parties involved in the proposal, where applicable: i. Joint principal advisers : BNP Paribas Malaysia Berhad, CIMB Investment Bank Berhad, HSBC Amanah Malaysia Berhad and Maybank Investment Bank Berhad (collectively, the "JPAs"). ii. Joint lead arrangers : BNP Paribas Malaysia Berhad, CIMB Bank (L) Limited, HSBC Amanah Malaysia Berhad and Maybank Investment Bank Berhad (collectively, the 5

6 "JLAs" or the "Arrangers"). iii. Co-arranger : Not applicable. iv. Solicitors : Issuer's/Obligor's Malaysian Legal Counsel Messrs Wong & Partners. Issuer's/Obligor s International Legal Counsel Clifford Chance. JPAs'/JLAs' Malaysian Legal Counsel Messrs Zaid Ibrahim & Co. JPAs'/JLAs' International Legal Counsel Linklaters Singapore Pte. Ltd. v. Financial adviser : Not applicable. vi. Technical adviser : Not applicable. vii. Sukuk trustee : The Bank of New York Mellon, London Branch who is referred to as the "Delegate". viii. Joint Shariah advisers : The Shariah Supervisory Committee of BNP Paribas S.A., CIMB Islamic Bank Berhad, HSBC Amanah Malaysia Berhad and Maybank Islamic Berhad (collectively, the "JSAs"). ix. Guarantors : Not applicable. x. Valuer : Not applicable. xi. Facility agent : Not applicable. xii. xiii. Primary Subscriber(s) (under a bought-deal arrangement) and amount subscribed Underwriter(s) and amount underwritten : Not applicable. : Not applicable. xiv. Central depository : Euroclear Bank S.A./N,V. ("Euroclear"), Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and the Central Moneymarkets Unit Service operated by the Hong Kong Monetary Authority ("CMU"). 6

7 xv. Paying agent : The Bank of New York Mellon, London Branch. xvi. Reporting accountant : Not applicable. xvii. Calculation agent : The Bank of New York Mellon, London Branch. xviii. Others (please specify) : 1. Dealers : BNP Paribas, Hong Kong Branch, CIMB Bank (L) Limited, The Hongkong and Shanghai Banking Corporation Limited and Maybank Investment Bank Berhad and/or any Dealer to be appointed from time to time. 2. Auditors : Ernst & Young. 3. Principal paying agent : The Bank of New York Mellon, London Branch. 4. Registrar : The Bank of New York Mellon (Luxembourg) S.A. 5. Transfer agent : The Bank of New York Mellon, London Branch. 6. Lead Manager : means, in relation to a Syndicated Issue (defined in paragraph 2(y)(11)), the Relevant Dealer (defined in paragraph 2(y)(11)) specified as such in the relevant Subscription Agreement (defined in paragraph 2(y)(11)). b. Islamic principles used : Shariah principle of Wakala. c. Facility description : Multicurrency sukuk issuance programme ("Sukuk Programme") of up to USD1.0 billion (or its equivalent in other currencies) in nominal value under the Shariah principle of Wakala, pursuant to which the Issuer may from time to time issue sukuk ("Sukuk"). A diagrammatical illustration and description of the underlying transaction is set out in Appendix 1. d. Identified assets : The Tangible Assets and the Non-Tangible Assets, (as more particularly defined in Appendix 1). e. Purchase and selling price/rental (where applicable) : To be determined prior to each Sukuk issuance under the Sukuk Programme and as specified in the applicable Pricing Supplement (as defined in paragraph 2(p)). 7

8 f. Issue/sukuk programme size : The aggregate nominal value of the Sukuk issued and outstanding under the Sukuk Programme, at any point in time shall not exceed USD One billion (USD1,000,000,000) (or its equivalent in other currencies). g. Tenure of issue/sukuk programme h. Availability period of sukuk programme : Tenure of the Sukuk The Sukuk will have such maturities as may be agreed between the Trustee, the Obligor and the Relevant Dealer, subject to such minimum or maximum maturities as may be allowed or required from time to time by the Securities Commission Malaysia ("SC") or the relevant central bank (or equivalent body) or any laws or regulations applicable to the Trustee, the Obligor or the relevant Specified Currency (as defined in the applicable Pricing Supplement). Tenure of the Sukuk Programme The 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 Sukuk Programme and as specified in the applicable Pricing Supplement. j. Profit/coupon/rental payment frequency : To be determined prior to each Sukuk issuance under the Sukuk Programme and as specified in the applicable Pricing Supplement. k. Profit/coupon/rental basis : To be determined prior to each Sukuk issuance under the Sukuk Programme and as specified in the applicable Pricing Supplement. l. Security/collateral, where applicable m. 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 : Unsecured. : The proceeds of each Series (as defined in paragraph 2(p)) of the Sukuk under the Sukuk Programme will be applied by the Issuer towards the purchase of Tangible Assets and (if applicable to the relevant Series) the purchase of Non-Tangible Assets and/or the entry into of a Commodity 8

9 Murabaha Investment (defined in Appendix 1) (in the proportions to be determined prior to the relevant issue date and otherwise in accordance with the provisions of the Transaction Documents). The proceeds of each Series of the Sukuk under the Sukuk Programme subsequently received by MEXIM, will be applied by MEXIM for its Shariahcompliant working capital, general banking and financing activities as well as other Shariahcompliant purposes. n. Sinking fund and designated accounts, where applicable : Not applicable. o. Rating Credit ratings assigned and whether the rating is final or indicative : The Sukuk Programme has been assigned the following indicative ratings: 1. A3 by Moody's Investors Services Limited; and 2. A- by Fitch Ratings Ltd. Name of credit rating agency Moody's Investors Services Limited, Fitch Ratings Ltd and such other rating agencies as may be agreed by the Issuer and the Obligor. 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. Note: For the avoidance of doubt, public placement will not include placements to retail investors. q. Selling restriction, including tradability, i.e. whether tradable or non-tradable : 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)), read together with Schedule 9 (or Section 257(3)) of the Capital Markets and Services Act, 2007 of Malaysia as 9

10 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 Japan 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 Sukuk Programme ("Offering Circular"). r. Listing status and types of listing, where applicable s. Other regulatory approvals required in relation to the issue, offer or invitation to subscribe or purchase sukuk, and whether or not obtained : The Sukuk may be listed on the Labuan International Financial Exchange Inc. ("LFX"), the Singapore Exchange Securities Trading Limited ("SGX-ST") and may also be listed on such other or further stock exchange(s) (collectively, the "Stock Exchange") as may be agreed between the Issuer, the Obligor and the relevant Dealer in relation to each Series of Sukuk. The Pricing Supplement relating to each Series of Sukuk will state whether or not the Sukuk of such Series will be listed on any stock exchange(s) and, if so, on which stock exchange(s) the Sukuk are to be listed. : Bank Negara Malaysia ("BNM") as the Controller of Foreign Exchange, had vide its letter dated 29 May 2013 confirmed that it has no objections for MEXIM to issue the Sukuk under the Sukuk Programme. t. Conditions precedent : The conditions precedent to the establishment of the Sukuk Programme includes, but is not limited to the following: 1. Legal Opinions: legal opinions in such form as the Permanent Dealers (defined in paragraph 2(y)(11)) may reasonably request of: 10

11 i. Messrs Wong Partners; ii. Messrs Zaid Ibrahim & Co.; iii. Linklaters Singapore Pte. Ltd; 2. Internal Authorisations: i. certified copies of constitutive documents of the Issuer and MEXIM; and ii. internal authorisations of the Issuer and MEXIM authorising the Sukuk Programme, the issue of the Sukuk and the execution of the Transaction Documents; 3. Comfort Letter: a letter, in such form as the Permanent Dealers may reasonably request, from Ernst & Young, the auditors of MEXIM; 4. Certificates of Incumbency: a certificate from each of the Issuer and MEXIM certifying the names, titles and specimen signatures of the persons authorised on behalf of the Issuer and MEXIM, as the case may be: i. to execute the Transaction Documents or the Sukuk (as appropriate); ii. to authorise issues of Sukuk and sign or give or deliver all notices and other documents to be delivered in connection with the Transaction Documents; and iii. to take any other action in relation to the Transaction Documents; 5. Transaction Documents and Offering Circular: copies of the Transaction Documents, duly executed by the parties and the Offering Circular; 6. Approval and Admission to trading: approval in-principle for the listing of the Sukuk Programme on the SGX-ST and the LFX and (in the case of Sukuk to be listed on the SGX-ST and/or the LFX) approval in-principle for the listing of the Sukuk, which are agreed at the time of issue to be listed on the SGX-ST and/or the LFX, and (in the case of Sukuk to be listed on any other Stock Exchange) a copy of the confirmation that Sukuk to be issued will be admitted to trading on the relevant Stock 11

12 Exchange; 7. Global Certificates: confirmation from the Principal Paying Agent of delivery to it of a master Global Certificate duly executed by the Issuer; 8. Governmental and Other Consents: approval of BNM and the SC having been received in respect of the Sukuk Programme and the issue of the Sukuk; 9. Process Agent: confirmation that the agent appointed to receive service of process on behalf of the Issuer and MEXIM pursuant to the Transaction Documents and the Sukuk has accepted its appointment; 10. Rating: confirmation from Moody's Investors Service Limited and Fitch Ratings Ltd that they have assigned a rating to Sukuk to be issued under the Sukuk Programme; 11. Shariah Pronouncement (Fatwa): an English translation from the Shariah Supervisory Committee of BNP Paribas S.A., and Shariah Committees of CIMB Islamic Bank Berhad, HSBC Amanah Malaysia Berhad and Maybank Islamic Berhad that the Sukuk Programme, the Transaction Documents and the Sukuk to be issued thereunder, and the related structure and mechanisms described in the Transaction Documents, are in compliance with Shariah principles; and 12. Power of Attorney: evidence of the registration of the power of attorney granted by the Trustee in favour of the Delegate pursuant to the Master Declaration of Trust at the High Court of Malaya. 13. Lender Consent: consent and approval from BNM as a lender to MEXIM having been received in respect of the Sukuk Programme and the issue of the Sukuk. The conditions precedent to each issue includes, but is not limited to the following: 1. Representations and Warranties: the Issuer and MEXIM having performed all of their obligations under the Dealer Agreement to be 12

13 performed on or before the Issue Date (as defined in paragraph 2(y)(11)) of such Sukuk and upon the accuracy, on the Issue Date of such Sukuk, of the representations and warranties of the Issuer and MEXIM given on the related Trade Date (defined in paragraph 2(y)(11)); 2. Listing: in respect of any Sukuk that are to be listed on a Stock Exchange, such Stock Exchange having agreed in-principle and not having withdrawn such approval to list such Sukuk, subject only to their issue; 3. Material Change: there not having occurred since the relevant Trade Date: i. any change, or any development involving a prospective change, in the condition (financial or otherwise), prospects, results of operations or general affairs of the Issuer, MEXIM or the Group (defined in paragraph 2(y)(11)); ii. any downgrading or withdrawal of, or the placing on "creditwatch" (or other similar publication of formal review by the relevant rating organisation) of, the rating of the Issuer's debt securities by any statistical rating organisation described in Clause 8.5 of the Dealer Agreement; or iii. in the opinion of the Relevant Dealer or, if more than one, the Lead Manager, any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the view of the Relevant Dealer or Lead Manager, be likely to prejudice materially the success of the issue, offering, sale or distribution of any of the relevant Sukuk, whether in the primary market or in respect of dealings in the secondary market; 4. Legal Opinions: in the case of a syndicated issue, there having been delivered to the Lead Manager on behalf of the Relevant Dealers and, in the case of all other issues and if requested by the Relevant Dealer, there having been 13

14 delivered to such Dealer, opinions from leading law firms acceptable to the Lead Manager or, as the case may be, the Relevant Dealer as to matters of Malaysian and English law in such form as the Lead Manager or, as the case may be, Relevant Dealer may reasonably request on and dated as of the relevant Issue Date; 5. Comfort Letter: in the case of a Syndicated Issue, there having been delivered to the Lead Manager on behalf of the Relevant Dealers and, in the case of all other issues and if requested by the Relevant Dealer, there having been delivered to such Dealer, a letter from the auditors for the time being of MEXIM in such form as the Lead Manager or, as the case may be, Relevant Dealer may reasonably request on and dated as of the relevant Signing Date and the relevant Issue Date; 6. Consents and Compliance: the Issuer and MEXIM being permitted to issue such Sukuk under, and having complied with, and such Sukuk and the Transaction Documents complying with, all relevant laws and directives and all consents and approvals of any court, governmental department or other regulatory body that are required for the Sukuk to be issued and for the performance of their terms having been obtained; and 7. Other Documents etc: (a) in the case of a Syndicated Issue, there having been delivered to the Lead Manager, on behalf of the Relevant Dealers, a copy of the Offering Circular together with any amendments or supplements to it and the relevant Pricing Supplement, together with a certificate dated the relevant Issue Date signed by a director of each of the Issuer and MEXIM stating that such documents contain all material information relating to the assets and liabilities, financial position, profits and losses of the Issuer and MEXIM and the Group, and the rights attaching to the Sukuk and nothing has happened or is expected to happen that would require such documents to be supplemented or updated and (b) in the case of all issues of Sukuk, there having been delivered to the 14

15 Relevant Dealer or, if more than one, the Lead Manager on behalf of the Relevant Dealers, such other opinions, documents, certificates and information relevant in the context of the issue of such Sukuk as the Relevant Dealer or Lead Manager may reasonably request. u. Representations and warranties : The representations and warranties of the Issuer and the Obligor include, but are not limited to: 1. Due Incorporation: each of the Issuer and MEXIM is duly incorporated and validly existing under the laws of Malaysia, with full power and authority to conduct its business as described in the Offering Circular, and is lawfully qualified to do business in those jurisdictions in which business is conducted by it; 2. Validity of Transaction Documents: the Transaction Documents have been duly authorised, executed and, where required, delivered by the Issuer and MEXIM and constitute valid, enforceable and legally binding obligations of the Issuer and MEXIM; 3. Validity of Sukuk: the Sukuk have been duly authorised by the Issuer and MEXIM and, when duly executed, authenticated, issued and delivered in accordance with the Dealer Agreement, the Master Declaration of Trust (as supplemented by the relevant Supplemental Declaration of Trust) and the Agency Agreement, will constitute valid and legally binding obligations of the Issuer and MEXIM, in each case enforceable in accordance with their terms except to the extent limited by equitable principles and laws affecting financiers'/creditors' rights generally; 4. Ranking of Sukuk: upon issue, the Sukuk will represent an undivided ownership interest in the relevant Trust Assets and will constitute a limited recourse obligation of the Issuer as described in the Conditions and the Transaction Documents. Each Sukuk will rank pari passu without any preference among themselves and at least equally with all other unsecured and unsubordinated obligations of the Issuer from 15

16 time to time outstanding; 5. Consents: all actions or things required to be taken, fulfilled or done (including without limitation the obtaining of any consent or licence or the making of any filing or registration) for the issue of the Sukuk, the carrying out of the other transactions contemplated by the Transaction Documents or the compliance by the Issuer and MEXIM with the terms of the Sukuk and the Transaction Documents, as the case may be, have been obtained and are in full force and effect; 6. Compliance: the execution and delivery of the Transaction Documents, the issue of the Sukuk, the carrying out of the other transactions contemplated by the Transaction Documents and compliance with their terms do not and will not (i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the documents constituting the Issuer and MEXIM, or any agreement or instrument to which the Issuer, MEXIM or any of its subsidiaries is a party or by which it or any of its properties is bound, or (ii) infringe any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental body or court, domestic or foreign, having jurisdiction over the Issuer, MEXIM, any such subsidiary or any of their respective properties, or any rules of the Stock Exchange on which the Sukuk are listed; 7. Offering Circular: (i) the Offering Circular contains all information with respect to the Issuer, MEXIM and the Group and to the Sukuk that is material in the context of the issue and offering of the Sukuk (including all information required by applicable laws and the information that, according to the particular nature of the Issuer, MEXIM, the Group and of the Sukuk, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer, MEXIM and the Group and of the rights attaching to the Sukuk), (ii) the statements contained in the Offering 16

17 Circular relating to the Issuer, MEXIM and to the Group, are in every material particular true and accurate and not misleading, (iii) the opinions and intentions expressed in the Offering Circular with regard to the Issuer, MEXIM and to the Group are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions, (iv) there are no other facts in relation to the Issuer, MEXIM, the Group or the Sukuk the omission of which would, in the context of the issue and offering of the Sukuk, make any statement in the Offering Circular misleading, (v) all reasonable enquiries have been made by the Issuer and MEXIM to ascertain such facts and to verify the accuracy of all such information and statements and (vi) the Offering Circular does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading; 8. Financial Statements of MEXIM: (i) the most recently prepared consolidated financial statements of MEXIM were prepared in accordance with accounting principles, generally accepted in, and pursuant to the relevant laws of Malaysia, consistently applied, and give a true and fair view of the financial position of MEXIM and of the Group as at the dates, and for the periods, in respect of which they have been prepared, and (ii) since the date of the last audited consolidated financial statements of MEXIM, copies of which have been delivered to each Dealer and each Arranger, there has been no change (nor any development or event involving a prospective change of which MEXIM is, or might reasonably be expected to be, aware) that is materially adverse to the condition (financial or other), prospects, results of operations or general affairs of MEXIM or of the Group, respectively, except as disclosed in the Offering Circular; 9. Financial Statements of the Issuer: the Issuer has not prepared or published any financial 17

18 statements since the date of its incorporation as at 11 June 2013; 10. Auditors: the auditors who audited the financial statements of MEXIM and the notes thereto and delivered an audit report thereon, each of which will appear in, or are incorporated by reference into, the Offering Circular, are independent reporting accountants with respect to MEXIM as described in the audit report; 11. Ratings: each of the Issuer and MEXIM has not received any notification from any international credit rating agency of an intended downgrading or the placing on creditwatch of the rating of the Issuer or MEXIM or any of its securities; 12. Breach: (i) no event has occurred which with the giving of notice or lapse of time or other condition would constitute a default under any instrument, agreement or order to which the Issuer or MEXIM is a party or any of its property is bound except where such occurrence is not likely to have a Material Adverse Effect (defined in paragraph 2(y)(11)), and (ii) each of the Issuer and MEXIM has not taken any action nor, to the best knowledge of the Issuer and MEXIM (after due and careful enquiry), have any steps been taken or legal proceedings commenced for the winding up or dissolution of the Issuer, MEXIM or any of its subsidiaries (other than such entities that are dormant at the time of any such winding up or dissolution); 13. Approvals: (i) the Issuer and MEXIM possess certificates, authorisations, licences, orders, consents, approvals or permits ("Approvals") issued by, and has made all declarations and filings with, all appropriate national, state, local and other governmental agencies or bodies, all exchanges and all courts and other tribunals, domestic or foreign, necessary to own or lease, as the case may be, and to operate their properties and to conduct the business now operated by them, except where the absence of or a defect in such Approvals, declarations or filings would not, individually or in the aggregate, have a Material Adverse Effect; (ii) the Issuer 18

19 and MEXIM are in compliance with the terms and conditions of all such Approvals, except where any non-compliance would not, individually or in the aggregate, have a Material Adverse Effect; (iii) all of the Approvals are valid and in full force and effect, except where any invalidity or failure to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect; and (iv) the Issuer and MEXIM have not received any notice of proceedings relating to the revocation or modification of any such Approvals and are not otherwise aware that any such revocation or modification is contemplated or threatened; 14. Litigation: (i) there are no pending actions, suits or proceedings against or affecting the Issuer, MEXIM or any of its subsidiaries or any of their respective properties that, if determined adversely to the Issuer, MEXIM or any such subsidiary, would individually or in the aggregate have a Material Adverse Effect and, to the best of the Issuer's and MEXIM's knowledge, no such actions, suits or proceedings are threatened or contemplated; 15. Dissolution Events: no event has occurred or circumstance arisen that might (whether or not with the giving of notice and/or the passage of time and/or the fulfilment of any other requirement) constitute an event described under "Dissolution Events" in the Conditions; 16. No Withholding Tax: (i) subject as described in the Conditions, all payments in respect of the Sukuk will be made free and clear of, and without withholding or deduction for or on account of, any taxes or duties imposed or levied by or on behalf of Malaysia or any political subdivision or any authority thereof or therein having the power to tax; and (ii) no stamp duty or other duty or similar tax is assessable or payable in connection with the authorisation, execution or delivery of the Transaction Documents or with the authorisation, execution, issue or delivery of the Sukuk or the performance of the obligations of the Issuer and MEXIM under the Transaction Documents and 19

20 the Sukuk; 17. Sanctions: neither the Issuer, MEXIM nor any member of the Group nor to the knowledge of the Issuer or MEXIM (after due and careful inquiry), any director, officer, agent, employee, affiliate or other person acting on behalf of the Issuer, MEXIM or any member of the Group, is (i) currently an individual or entity that is the subject of any sanctions administered or enforced by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), the United Nations Security Council, the European Union or Her Majesty's Treasury or other relevant sanctions authority (collectively, the "Sanctions") nor is the Issuer, MEXIM or any member of the Group located, organised or resident in a country or territory that is the subject of Sanctions, and (ii) neither the Issuer, MEXIM nor any member of the Group will directly or indirectly use the proceeds of any issue of any Sukuk, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund any activities of or business with any such person or entity or in Burma/Myanmar, Cuba, Iran, North Korea, Sudan, Syria, Libya or in any other country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that would result in a violation of the Sanctions by any person (including any person participating in or facilitating the offering of any Sukuk, whether as underwriter, advisor or otherwise); 18. Anti-Corruption: neither the Issuer, MEXIM nor any member of the Group nor, to the knowledge of the Issuer or MEXIM (after due and careful inquiry), any director, officer, agent, employee, affiliate or other person acting on behalf of the Issuer, MEXIM or any member of the Group, is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of (i) the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the "FCPA"), including, without limitation, making use of the mails or 20

21 any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorisation of the payment of any money, or other property, gift, promise to give, or authorisation of the giving of anything of value to any "foreign official" (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; or (ii) the Malaysian Anti-Corruption Commission Act 2009, the Anti-Money Laundering and Anti-Terrorism Financing Act 2001 and any other provision of equivalent laws of Malaysia or any other jurisdiction in which the Issuer, MEXIM or any member of the Group conducts its business or operations, and, to the best of the knowledge of the Issuer or MEXIM, its affiliates have conducted their businesses in compliance with the Malaysian Anti-Corruption Commission Act 2009, the Anti-Money Laundering and Anti-Terrorism Financing Act 2001, any regulations or guidelines, issued, administered or enforced by any governmental agency and such other equivalent laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith; 19. UK Bribery Act: neither the Issuer, MEXIM nor any member of the Group or any of its officers, directors, commissioners, supervisors, managers, agents, or employees has violated, or is in violation of, any provision of the United Kingdom Bribery Act 2010 (the "Bribery Act"); the Issuer, MEXIM and each member of the Group maintains at all times adequate systems, controls and procedures to prevent itself, and its officers, directors, commissioners, supervisors, managers, agents, or employees and any other persons associated with them from engaging in bribery or making other unlawful payments prohibited under the Bribery Act and neither the Issuer, MEXIM nor any other member of the 21

22 Group nor, to the knowledge of the Issuer or MEXIM (after due and careful inquiry), any officers, directors, commissioners, supervisors, managers, agents, or employees of or person acting on behalf of the Issuer, MEXIM or any other member of the Group has offered, promised, paid, received, requested or agreed to receive a bribe or other unlawful payment nor offered, promised or given any financial or other advantage to a foreign public official (or to a third party at the request or acquiescence of the foreign public official) in an attempt to influence them in their capacity as a foreign public official to obtain or retain business, or to obtain an advantage in the conduct of business where such offer, promise or payment is not permitted under any applicable laws; 20. Anti-Money Laundering: the operations of the Issuer, MEXIM and the Group are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and anti-money laundering statutes, laws, regulations, rules and guidelines in Malaysia and each other jurisdiction in which the Issuer, MEXIM and MEXIM's subsidiaries conduct business or operations (collectively, "Money Laundering Laws") and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer, MEXIM or any of its subsidiaries with respect to Money Laundering Laws is pending and, to the best of each of the Issuer's and MEXIM's knowledge, no such actions, suits or proceedings are threatened or contemplated; 21. Maximum Aggregate Amount: as of the Issue Date for the sale of any Sukuk, after giving effect to the issuance of such Sukuk and of any other Sukuk to be issued, and to the redemption of Sukuk to be redeemed, on or prior to such Issue Date, the aggregate face amount of Sukuk outstanding will not exceed the Programme Limit (defined in paragraph 2(y)(11)) and for such purposes the U.S. dollar equivalent of the 22

23 aggregate face amount of the Sukuk denominated in a currency other than U.S. dollars (which, in the case of dual currency Sukuk, shall be the currency in which the subscription moneys are received by the Issuer) shall be determined on the basis of the spot rate for the sale of the U.S. dollar against the purchase of the relevant currency in the London foreign exchange market quoted by any leading bank selected by MEXIM at any time selected by the Issuer during the five day period ending on the Trade Date relating to such Sukuk; 22. Substantial U.S. Market Interest: each of the Issuer and MEXIM is a foreign issuer (as defined in Regulation S under the Securities Act) that reasonably believes that there is no substantial U.S. market interest (as defined in Regulation S under the Securities Act) in its debt securities; 23. No Fiduciary Relationship: each of the Issuer and MEXIM acknowledges and agrees that (i) the purchase and sale of Sukuk pursuant to the Sukuk Programme is an arm's-length commercial transaction between the Issuer and MEXIM, on the one hand, and the Arrangers or the Relevant Dealer(s), on the other hand; (ii) in connection with any offering of the Sukuk under the Sukuk Programme (the "Offering"), each of the Arrangers and the Relevant Dealer(s) is and has been acting solely as principal and is not the agent or fiduciary of the Issuer, MEXIM or any of their respective stockholders, financiers/creditors, employees or any other party; (iii) neither the Arrangers nor the Relevant Dealer(s) has assumed or will assume an advisory or fiduciary responsibility in favour of the Issuer or MEXIM with respect to the Offering or the process leading thereto (irrespective of whether the Arrangers or the Relevant Dealer(s) has advised or is currently advising the Issuer or MEXIM on other matters) and neither the Arrangers nor the Relevant Dealer(s) has any obligation to the Issuer or MEXIM with respect to the Offering except the obligations expressly set forth in the Dealer Agreement; (iv) each of the Arrangers and the Relevant Dealer(s) and their 23

24 respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Issuer or MEXIM; (v) each of the Arrangers and the Relevant Dealer(s) may offer and sell Sukuk to or through any of their respective affiliates and any such affiliate may offer and sell Sukuk purchased by it to or through any of the Arranger and the Relevant Dealer(s); (vi) each of the Arrangers and the Relevant Dealer(s) or any of their respective affiliates may purchase Sukuk and be allocated Sukuk for asset management and/or proprietary purposes and not with a view to distribution; and (vii) neither the Arrangers nor the Relevant Dealer(s) has provided any legal, accounting, regulatory or tax advice with respect to the Offering and each of the Issuer and MEXIM has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Dealer Agreement supersedes any prior agreement or understanding (whether written or oral) between the Issuer, MEXIM, the Arrangers and the Relevant Dealer(s) with respect to the subject matter of this clause; 24. Directed Selling Efforts: neither the Issuer, nor MEXIM, nor any of their respective affiliates, nor any persons acting on its or their behalf (other than the Dealers or the Arrangers) have engaged or will engage in any directed selling efforts (as defined in Regulation S under the Securities Act) with respect to the Sukuk and each of them has complied and will comply with the offering restrictions requirement of such Regulation; 25. Stabilisation: neither the Issuer, nor MEXIM, nor any of their respective affiliates (as defined in Rule 501(b) of Regulation D), nor any person acting on its or their behalf (other than the Stabilising Manager(s) (as defined paragraph 2(y)(11)) has taken or will take, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilisation in violation of applicable laws or 24

25 manipulation of the price of any security to facilitate the sale or resale of Sukuk; 26. No Registration: neither the Issuer nor MEXIM nor any of their respective affiliates nor any person acting on its or their behalf (other than the Dealers or the Arrangers) has taken any action that would require the registration of the Sukuk under the Securities Act; 27. No Immunity from Suit: in any proceedings taken in relation to the Transaction Documents or the Sukuk, neither the Issuer nor MEXIM nor any of their respective affiliates is entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process and the execution of the Transaction Documents constitutes, and the exercise of its rights and performance of its obligations hereunder will constitute, private and commercial acts done and performed for private and commercial purposes; and 28 Books and Records: each of the Issuer and MEXIM (i) makes and keeps books and records and (ii) maintains internal accounting controls which provide reasonable assurance that (A) transactions are executed in accordance with management's authorisation, (B) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (C) access to its assets is permitted only in accordance with management's authorisation and (D) the reported accountability for its assets is compared with existing assets at reasonable intervals, all in accordance with the requirements of relevant local law. v. Events of default, dissolution event and enforcement event, where applicable : The Dissolution Events includes the following Trustee Events and Obligor Events: Trustee Events 1. Non-Payment: default is made for more than seven Business Days in the payment of any Dissolution Distribution Amount, any Periodic Distribution Amount or any other amount (whether in the nature of principal or otherwise) 25

26 due to be made on the Sukuk following the due date for payment thereof; or 2. Breach of Other Obligations: the Trustee does not perform or comply with any one or more of its other duties, obligations or undertakings in the Sukuk or the Transaction Documents to which it is a party which failure is, in the opinion of the Delegate, incapable of remedy or, if in the opinion of the Delegate is capable of remedy, is not, in the opinion of the Delegate, remedied within the period of 30 days after written notice of such failure shall have been given by the Delegate to the Trustee requiring the same to be remedied; or 3. Enforcement Proceedings: any distress, attachment, execution or other legal process is levied, enforced or sued out on or against any part of the property, assets or revenues of the Trustee and is not discharged or stayed within 90 days; or 4. Security Enforced: any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Trustee becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, administrative receiver, administrator, manager or other similar person); or 5. Insolvency: the Trustee is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts as they fall due, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant financiers or creditors in respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or any part of (or of a particular type of) the debts of the Trustee; or 6. Winding-up: an administrator is appointed, an order is made or an effective resolution passed for the winding-up or dissolution or 26

27 administration of the Trustee, or the Trustee shall apply or petition for a winding-up or administration order in respect of itself or cease or through an official action of its board of directors threaten to cease to carry on all or substantially all of its business or operations, in each case except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation on terms approved by an Extraordinary Resolution; or 7. Authorisation and Consents: 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: (x) to enable the Trustee lawfully to enter into, exercise its rights and perform and comply with its obligations under the Sukuk and the Transaction Documents to which it is a party; (y) to ensure that those obligations are legally binding and enforceable; or (z) to make the Sukuk and the Transaction Documents to which it is a party admissible in evidence in the courts of Malaysia, is not taken, fulfilled or done; or 8. Illegality: it is or will become unlawful for the Trustee to perform or comply with any one or more of its obligations under any of the Sukuk or the Transaction Documents to which it is a party; or 9. Repudiation: the Trustee repudiates any Transaction Document or does or causes to be done any act or thing evidencing an intention to repudiate any Transaction Document to which it is a party; or 10. Analogous Events: any event occurs that under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of the foregoing paragraphs. For the purpose of sub-paragraph (1) above, all amounts payable in respect of the Sukuk shall be considered due and payable (including any amounts expressed to be payable under Condition 7 (Periodic Distribution Amounts) notwithstanding that the 27

28 Trustee has at the relevant time insufficient funds or relevant Trust Assets to pay such amounts (whether as a result of the application of Condition 5(b) (Application of Proceeds from Trust Assets) or otherwise). Obligor Events 1. Non-payment: the Obligor (acting in any capacity) fails to pay any amount in the nature of principal or profit payable by it on the due day pursuant to any Transaction Document to which it is a party and the failure continues for a period of seven Business Days; or 2. Breach of Other Obligations: the Obligor (acting in any capacity) does not perform or comply with any one or more of its other obligations in the Transaction Documents to which it is a party which default is, in the opinion of the Delegate, incapable of remedy or, if in the opinion of the Delegate is capable of remedy, is not, in the opinion of the Delegate, remedied within the period of 30 days after written notice of such failure shall have been given to the Obligor by the Trustee (or the Delegate) requiring the same to be remedied; or 3. Cross Default: (A) any other present or future indebtedness of the Obligor or any of its Subsidiaries for or in respect of moneys financed, borrowed or raised becomes due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described); or (B) any such indebtedness is not paid when due or, as the case may be, within any originally applicable grace period; or (C) the Obligor or any of its Subsidiaries fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys financed, borrowed or raised, provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this sub-paragraph (c) shall have occurred and be continuing equals or exceeds U.S.$25,000,000 or its equivalent (on 28

29 the basis of the middle spot rate for the relevant currency against the U.S. dollar as quoted by any leading bank on the day on which this paragraph operates); or 4. Insolvency: the Obligor or any of its Subsidiaries is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts as they fall due, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant financiers or creditors in respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or any part of (or of a particular type of) the debts of the Obligor or any of its Subsidiaries; or 5. Winding-up: an administrator is appointed, an order is made or an effective resolution passed for the winding-up or dissolution or administration of the Obligor or any of its Subsidiaries, or the Obligor or any of its Subsidiaries shall apply or petition for a windingup or administration order in respect of itself or ceases to carry on all or substantially all of its business or operations, in each case except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation: (A) on terms approved by an Extraordinary Resolution of the Sukukholders; or (B) in the case of a Subsidiary (defined in paragraph 2(y)(11)), whereby the undertaking and assets of the Subsidiary are transferred to or otherwise vested in the Obligor or another of its Subsidiaries; or 6. Authorisations and Consents: 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: (A) to enable the Obligor lawfully to enter into, exercise its rights and perform and comply with its obligations under the Transaction Documents to 29

30 which it is a party; (B) to ensure that those obligations are legally binding and enforceable; or (C) to make the Transaction Documents to which it is a party admissible in evidence in the courts of Malaysia is not taken, fulfilled or done; or 7. Illegality: it is or will become unlawful for the Obligor (acting in any capacity) to perform or comply with any one or more of its obligations under any of the Transaction Documents to which it is a party; or 8. Analogous Effect: any event occurs that under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of the foregoing paragraphs. References in paragraph (3) (Cross Default) and (4) (Insolvency) above to "indebtedness" and "debts", respectively, shall be deemed to include any debt or other financing arrangement issued (or intended to be issued) in compliance with the principles of Shariah, whether entered into directly or indirectly by the Obligor or a Subsidiary, as the case may be. Consequences of the occurrence of a Dissolution Event Upon the occurrence of a Dissolution Event: 1. the Delegate, upon receiving written notice thereof under the Declaration of Trust or otherwise upon becoming actually aware of a Dissolution Event, shall (subject to it being indemnified, secured and/or pre-funded to its satisfaction, if required by the Delegate in the circumstances) promptly give notice of the occurrence of the Dissolution Event to the Sukukholders in accordance with Condition 17 (Notices) with a request to Sukukholders to indicate to the Trustee and the Delegate if they wish the Sukuk to be redeemed and the Trust to be dissolved; and 2. the Delegate in its sole discretion may, and shall if so requested in writing by the holders of at least 25 per cent. of the then aggregate face amount of the Series of Sukuk outstanding or if so directed by an Extraordinary Resolution, 30

31 subject in each case to being indemnified, secured and/or prefunded to its satisfaction, give notice (a "Dissolution Notice") to the Trustee, the Obligor and the Sukukholders in accordance with Condition 17 (Notices) that the Sukuk are immediately due and payable at the Dissolution Distribution Amount, whereupon they shall become so due and payable. A Dissolution Notice may be given pursuant to this subparagraph (2) whether or not notice has been given to Sukukholders as provided in subparagraph (1) above. Upon receipt of such Dissolution Notice, the Trustee (failing which the Delegate) shall (x) deliver an Exercise Notice to the Obligor under the Purchase Undertaking and thereafter execute the relevant sale agreement for purchase of the Wakala Portfolio and (y) if applicable to a Series, notify the Obligor that the outstanding Deferred Sale Price is immediately due and payable under the terms of the Master Murabaha Agreement. The Trustee (failing which the Delegate) shall use the proceeds thereof to redeem the Sukuk at the Dissolution Distribution Amount on the date specified in the relevant Dissolution Notice (the relevant "Dissolution Event Redemption Date") and the Trust shall be dissolved on the day after the last outstanding Sukuk has been so redeemed in full. Upon payment in full of such amounts and dissolution of the Trust as aforesaid, the Sukuk shall cease to represent interests in the Trust Assets and no further amounts shall be payable in respect thereof and the Trustee shall have no further obligations in respect thereof. Enforcement and Exercise of Rights Upon the occurrence of a Dissolution Event, to the extent that any amount payable in respect of the Sukuk of the relevant Series has not been paid in full (notwithstanding the provisions of Condition 12(a) (Dissolution Events)), the Trustee or the Delegate, subject to it being indemnified and/or secured and/or pre-funded to its satisfaction, may (acting for the benefit of the Sukukholders) take one or more of the following steps: 31

32 1. enforce the provisions of the Purchase Undertaking and, if applicable to a Series, the Master Murabaha Agreement against the Obligor; and/or 2. take such other steps as the Trustee or the Delegate may consider necessary to recover amounts due to the Sukukholders. w. Covenants 1. Trustee Negative Covenants : The Trustee covenants that for so long as any Sukuk is outstanding, it shall not (without the prior written consent of the Delegate): i. incur any indebtedness in respect of financed, borrowed or raised money whatsoever (whether structured (or intended to be structured) in accordance with the principles of Shariah or otherwise), or give any guarantee or indemnity in 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) except, in all cases, as contemplated in the Transaction Documents; ii. secure any of its present or future indebtedness by 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 (if any) and other than under or pursuant to any of the Transaction Documents); iii. 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 interests in any of the Trust Assets except pursuant to any of the Transaction Documents; iv. except as provided in the provisions for meetings of the Sukukholders, amend or agree to any amendment of any Transaction Document to which it is a party (other than in accordance 32

33 with the terms thereof) or its constitutional documents; v. except as provided in the Declaration of Trust, act as trustee in respect of any trust other than the Trust or in respect of any parties other than the Sukukholders; vi. have any subsidiaries or employees; vii. redeem any of its shares or pay any dividend or make any other distribution to its shareholders; viii. use the proceeds of the issue of the Sukuk for any purpose other than as stated in the Transaction Documents; ix. 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 x. enter into any contract, transaction, amendment, obligation or liability other than the Transaction Documents to which it is a party or as expressly contemplated, permitted or required thereunder or engage in any business or activity other than: A. as contemplated, provided for or permitted in the Transaction Documents; B. the ownership, management and disposal of the Trust Assets as provided in the Transaction Documents; and C. such other matters which are incidental thereto. 2. Issuer and Obligor Covenants : The covenants of the Issuer and the Obligor include, but are not limited to: i. Representations and Warranties: it shall notify the Arrangers and the Dealers promptly of any change affecting any of its representations, warranties, agreements and undertakings in the Dealer Agreement at any time and take such steps as may be reasonably requested by the Arrangers, on behalf of the Permanent Dealers (or, in the case of a change affecting a specific issue of Sukuk, the Relevant Dealer or, if more than one, the Lead Manager on behalf of the 33

34 ii. iii. Relevant Dealers), to remedy and/or publicise the same; Amendment, Supplement or Replacement of the Offering Circular: (A) unless the Issuer and MEXIM has notified the Permanent Dealers in writing that the Issuer does not intend to issue Sukuk under the Sukuk Programme for the time being, the Issuer and MEXIM shall prepare and publish an amendment or supplement to the Offering Circular if at any time during the duration of the Sukuk Programme a significant new factor, material mistake or inaccuracy arises or is noted relating to the information included in the Offering Circular which is capable of affecting an assessment by investors of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer, MEXIM and/or of the rights attaching to the Sukuk (B) the Issuer and MEXIM shall advise the Permanent Dealers (or, in the case of a change affecting a specific issue of Sukuk, the Relevant Dealer or, if more than one, the Lead Manager on behalf of the Relevant Dealers) promptly of any proposal to amend, supplement or replace the Offering Circular, (C) the Issuer and MEXIM shall provide the Permanent Dealers, Relevant Dealer or Lead Manager, as the case may be, with a copy of any such proposed amendment, supplement or replacement immediately prior to its publication; Delivery of Offering Circular and Financial Statements: it shall furnish to each Arranger and each of the Dealers: A. signed and unsigned copies of the Offering Circular, each amendment, supplement or replacement of it, each document incorporated by reference into it and each Pricing Supplement relating to Sukuk in respect of which the Dealer is a Relevant Dealer; and B. copies of the most recently prepared nonconsolidated financial statements and consolidated financial statements of the 34

35 iv. Group (together with a copy of the confirmation from Bank Negara Malaysia of its formal sign off on such statements), in each case whether annual or interim and whether audited or unaudited, that are available to the public as soon as they are available, in each case in such numbers as may from time to time reasonably be requested by each such Dealer or, in the case of a Syndicated Issue, the Lead Manager on behalf of the Relevant Dealers; Public Announcements: on or immediately after the date on which the Issuer and/or MEXIM issues any press release or makes any public announcement (other than any financial statements referred to in paragraph 2(w)(2)(iii) above) or discloses any other event or circumstance that is material in the context of the Sukuk Programme or any issue of Sukuk, it shall furnish such information to the Dealers, and if furnished orally shall confirm such information in writing; v. Rating Downgrade: it shall notify each of the Dealers of any downgrading or withdrawal of, or the placing on "creditwatch" (or other similar publication of formal review by the relevant rating organisation) of, the rating of the Issuer s or MEXIM s debt securities by any statistical rating organisation generally recognised by banks, securities houses and investors in the euro-markets, as soon as reasonably practicable after the Issuer and/or MEXIM learns of such downgrading or proposal; vi. Expenses and Taxes: the Issuer, failing which MEXIM, shall: A. unless otherwise agreed in respect of an issue of Sukuk, pay all expenses incidental to the performance of its obligations under the Dealer Agreement, including (aa) the fees and expenses of its legal advisers and auditors, the Delegate (including without limitation, the fees and expenses of the Delegate s legal advisers), the 35

36 36 Principal Paying Agent, any calculation agent and all other parties to the Agency Agreement; (bb) all expenses in connection with the issue, authentication, packaging and initial delivery of the Sukuk, the preparation of the Global Certificate and Certificates, the Transaction Documents and all amendments or supplements thereto and the preparation and printing of the Individual Certificates, the Offering Circular and all amendments and supplements to it and replacements of it, any translation prepared of the summary contained in the Offering Circular and any other documents relating to the issue and delivery of Sukuk; (cc) the cost of listing the Sukuk on any Stock Exchange; (dd) the cost of any advertising agreed by the Issuer and MEXIM in connection with the issue of any of the Sukuk; and (ee) the expenses (including, without limitation, legal fees and disbursements) incurred by the Arrangers in connection with the establishment of, and any continuing responsibilities relating to, the Sukuk Programme; and B. indemnify and hold each Arranger and each Dealer harmless, on an after tax basis, against any documentary, stamp or similar transfer or issue tax, including any additional payments and penalties, on the issue of the Global Certificates and Certificates and the Individual Certificates in accordance with the terms of the Dealer Agreement, on the execution and delivery of the Transaction Documents, on the exchange of Global Certificates for Individual Certificates and on the transfer or consolidation of holdings of Certificates, and in connection with the enforcement or protection of its rights under the Dealer Agreement or any Sukuk, that are or may be required to be paid in Malaysia, the United Kingdom, Belgium, Luxembourg or the country of any currency in which Sukuk may be denominated or amounts

37 may be payable in respect of the Sukuk or any political subdivision or taxing authority thereof or therein; vii. Exchange of Global Certificates: it shall procure that each Global Certificate shall be exchangeable for further Individual Certificates against transfers of the underlying Sukuk, in each case in accordance with the Agency Agreement and the relevant Global Certificate; viii. Monitoring: it shall deliver, register and furnish such documents, instruments, information and undertakings to, and obtain any consent from, any relevant agency, authority, central bank, department, government, minister, official, public or statutory corporation, self-regulating organisation or stock exchange as may be necessary or advisable from time to time to comply with all relevant laws and directives that are relevant to any Sukuk or the Transaction Documents, and hereby authorises the Arrangers (or, in relation to a specific issue of Sukuk, the Relevant Dealer or, if more than one, the Lead Manager on behalf of the Relevant Dealers) so to deliver, register and furnish such documents, instruments, information and undertakings and obtain such consents (at the expense of the Issuer, failing which, MEXIM); ix. Update of Opinions and Comfort Letters: it shall procure that, in the event an update of the Sukuk Programme is carried out, there are delivered to each Permanent Dealer legal opinions from leading law firms acceptable to the Permanent Dealers as to matters of Malaysian and English law and a comfort letter from the auditors for the time being of MEXIM, in each case in such form as the Permanent Dealers may reasonably request; x. Authorised Representative: it shall notify the Dealers immediately in writing if any of the persons named in the certificates of incumbency referred to in paragraph 2(t)(4) shall cease to be authorised to take action on behalf of the Issuer or MEXIM, as the case may 37

38 xi. xii. be, or if any additional person shall be so authorised and, unless and until notified of any such change, each of the Arrangers and each of the Dealers shall be entitled to rely upon the certificates delivered to them most recently and all instructions given in accordance with such certificates shall be binding upon the Issuer and MEXIM; Securities Act: neither the Issuer nor MEXIM shall issue, offer or sell any securities under circumstances that would require the registration of any of the Sukuk under the Securities Act; Meetings of holders: each of the Issuer and MEXIM shall give each Dealer not less than 21 days' notice of any meeting of holders of Sukuk that is called to consider any matter that is material in the context of the Sukuk Programme and shall permit each Dealer and its advisers to attend and speak at any such meeting; xiii. Notification of change in shareholding: MEXIM shall promptly (and in any case within not more than five days) notify the Arrangers of any change in the shareholding of MEXIM. Without limiting the covenant contained in paragraph 2(w)(2)(ii), MEXIM further undertakes to prepare and publish an amendment or supplement to the Offering Circular promptly following any such change in the shareholding of MEXIM; xiv. Restrictions on Other Issues: during the period commencing on any Trade Date and ending on the relevant Issue Date, the Issuer shall not, without the prior consent of the Relevant Dealer or, if more than one, the Lead Manager on behalf of the Relevant Dealers, issue or agree to issue any other notes, bonds or other securities of whatsoever nature having a maturity in excess of one month, being denominated in the same currency and having the same periodic distribution basis as the Sukuk to be issued on the relevant Issue Date; xv. Compliance with Schedule B of the Dealer Agreement: each of the Issuer and MEXIM will 38

39 comply with the relevant restrictions set out in Schedule B of the Dealer Agreement as if it had been named as a Dealer under the Dealer; and xvi. Stabilisation: in relation to each Series of Sukuk for which a Dealer is named as a Stabilising Manager in the applicable Pricing Supplement, the Issuer authorises such Dealer to make adequate public disclosure of the information required by the Financial Services Authority s Code of Market Conduct (MAR2): Price Stabilising Rules. xvii. Lender Consent: it shall obtain consent and approval from BNM as a lender to MEXIM for issues of Sukuk under the Sukuk Programme prior to launch of the first sukuk under the Sukuk Programme. x. Provisions on buy-back and early redemption of sukuk : Early Dissolution for Taxation Reasons The Sukuk may be redeemed at the option of the Trustee in whole, but not in part, on any Periodic Distribution Date (if this Sukuk is a Floating Rate Sukuk) or at any time (if this Sukuk is a Fixed Rate Sukuk) (such dissolution date being an "Early Tax Dissolution Date"), on giving not less than 30 nor more than 60 days' notice to the Sukukholders (which notice shall be irrevocable) at their Dissolution Distribution Amount if the Trustee satisfies the Delegate immediately before the giving of such notice that: 1. (A) the Trustee has or will become obliged to pay additional amounts as described under paragraph 2(y)(6) as a result of any change in, or amendment to, the laws or regulations of Malaysia or any political subdivision or, in each case, any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the relevant Series, and (B) such obligation cannot be avoided by the Trustee taking reasonable measures available to it; or 2. (A) the Obligor has or will become obliged to pay 39

40 additional amounts pursuant to the terms of any Transaction Document as a result of any change in, or amendment to, the laws or regulations of Malaysia or any political subdivision or, in each case, any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the relevant Series, and (B) such obligation cannot be avoided by the Obligor taking reasonable measures available to it, provided that in either case, (x) no such notice of dissolution shall be given to Sukukholders unless a duly completed Exercise Notice has been received by the Trustee from the Obligor pursuant to the Sale Undertaking; and (y) no such notice of dissolution may be given earlier than 90 days prior to the earliest date on which the Trustee or the Obligor, as the case may be, would be obliged to pay such additional amounts were a payment in respect of the Sukuk (in the case of the Trustee) or pursuant to any Transaction Document (in the case of the Obligor) then due. Prior to the publication of any notice of dissolution pursuant to this condition, the Trustee shall deliver to the Delegate: i. a certificate signed by two Directors of the Trustee (in the case of this clause (i)) or the Obligor (in the case of clause (ii) below) stating that the obligation referred to in clause (i) or clause (ii), as the case may be, cannot be avoided by the Trustee or the Obligor, as the case maybe, taking reasonable measures available to it; and ii. an opinion of independent legal advisers of recognised standing to the effect that the Trustee or the Obligor, as the case may be, has or will become obliged to pay additional amounts as a result of such change or amendment, and the Delegate shall be entitled to accept such certificate and legal opinion as sufficient evidence of the satisfaction of the condition precedent set out in 40

41 clause (i) above or, as the case may be, clause (ii) above, in which event it shall be conclusive and binding on Sukukholders. Upon expiry of any such notice given in accordance with this provision and payment in full of the Dissolution Distribution Amount to Sukukholders and execution of a sale agreement pursuant to the Sale Undertaking, the Trustee shall be bound to dissolve the Trust. Dissolution at the Option of the Obligor (Optional Dissolution Right) If Optional Dissolution Right is specified in the Pricing Supplement for a particular Series,, the Obligor may in its sole discretion deliver to the Trustee a duly completed Exercise Notice in accordance with the provisions of the Sale Undertaking and, on receipt of such notice, the Trustee shall, on giving not less than 15 nor more than 30 days' irrevocable notice to the Sukukholders (or such other notice period as may be specified in the Pricing Supplement for a particular Series) redeem all or, if so specified in the relevant Exercise Notice, some of the Sukuk on any Optional Dissolution Date. Any such redemption of Sukuk shall be at their Dissolution Distribution Amount. Any such redemption or exercise must relate to Sukuk of a nominal amount at least equal to the Minimum Optional Dissolution Amount to be redeemed specified in the Pricing Supplement for a particular Series and no greater than the Maximum Optional Dissolution Amount to be redeemed specified in the Pricing Supplement for a particular Series. All Sukuk in respect of which any such notice is given shall be redeemed on the date specified in such notice in accordance with this provision. If all (and not some only) of the Sukuk are to be redeemed on any Optional Dissolution Date in accordance with this provision, upon payment in full of the Dissolution Distribution Amount to all Sukukholders and execution of a sale agreement pursuant to the Sale Undertaking, the Trustee shall be bound to dissolve the Trust. In the case of a partial redemption, the notice to Sukukholders shall also specify the nominal amount 41

42 of Sukuk drawn and the holder(s) of such Sukuk to be redeemed, which shall have been drawn in such place and in such manner as may be fair and reasonable in the circumstances, taking account of prevailing market practices, subject to compliance with any applicable laws and stock exchange or other relevant authority requirements. Dissolution at the Option of Sukukholders (Sukukholder Put Right) If Sukukholder Put Right is specified in the Pricing Supplement for a particular Series, the Trustee shall, at the option of the holder of any Sukuk, upon the holder of such Sukuk giving not less than 15 nor more than 30 days' notice to the Trustee (or such other notice period as may be specified hereon), redeem such Sukuk on the Sukukholder Put Right Date at its Dissolution Distribution Amount. For the purposes thereof, the Trustee shall deliver to the Obligor a duly completed Exercise Notice in accordance with the provisions of the Purchase Undertaking. If all (and not some only) of the Sukuk are to be redeemed on any Sukukholder Put Right Date in accordance with this provision, upon payment in full of the Dissolution Distribution Amount to all Sukukholders and execution of a sale agreement pursuant to the Purchase Undertaking, the Trustee shall be bound to dissolve the Trust. To exercise such option the holder must deposit the Certificate representing such Sukuk with the Registrar or any Transfer Agent at its specified office, together with a duly completed Sukukholder put right exercise notice ("Sukukholder Put Exercise Notice") in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the notice period. No Certificate so deposited and right exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Trustee and the Obligor. Dissolution at the Option of the Sukukholders (Change of Control Put Right) The Obligor has agreed in the Purchase Undertaking to notify the Trustee and the Delegate forthwith upon the occurrence of a Change of Control and to provide 42

43 a description of the Change of Control. The Trustee, upon receipt of such notice from the Obligor or otherwise upon becoming aware of the occurrence of a Change of Control, shall promptly give notice (a "Change of Control Notice") of the occurrence of a Change of Control to the Sukukholders in accordance with the Conditions. The Change of Control Notice shall provide a description of the Change of Control and shall require, provided Change of Control Put Right is specified as applicable hereon, Sukukholders to elect within 30 days of the date on which the Change of Control Notice is given (the "Change of Control Put Period") if they wish all or any of their Sukuk to be redeemed. If Change of Control Put Right is specified as applicable hereon and a Change of Control occurs, and provided that Sukukholders elect to redeem their Sukuk in accordance with this provision, the Trustee shall redeem such Sukuk on the Change of Control Put Right Date at the Dissolution Distribution Amount. For the purposes thereof, the Trustee shall deliver to the Obligor a duly completed Exercise Notice in accordance with the provisions of the Purchase Undertaking. If all (and not some only) of the Sukuk are to be redeemed on any Change of Control Put Right Date in accordance with this provision, upon payment in full of the Dissolution Distribution Amount to all Sukukholders and execution of a sale agreement pursuant to the Purchase Undertaking, the Trustee shall be bound to dissolve the Trust. To elect to redeem all or any of its Sukuk in accordance with this provision, a Sukukholder must deposit its Certificate with the Registrar or any Transfer Agent at its specified office, together with a duly completed change of control right exercise notice (a "Change of Control Exercise Notice") in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the Change of Control Put Period. No Certificate so deposited and right exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Trustee and the Obligor. 43

44 Purchases Each of the Obligor and the Obligor's Subsidiaries may at any time purchase Sukuk in the open market or otherwise at any price. Cancellation All Sukuk purchased by or on behalf of the Obligor or any of the Obligor's Subsidiaries shall be surrendered for cancellation by surrendering the Certificate representing such Sukuk to the Registrar and by the Obligor delivering to the Trustee a duly completed Cancellation Notice in accordance with the terms of the Sale Undertaking. Any Certificate so surrendered shall be cancelled forthwith and may not be reissued or resold and the obligations of the Trustee in respect of any such Sukuk shall be discharged. If all (and not some only) of the Sukuk are cancelled in accordance with this provision and upon execution of a transfer agreement pursuant to the Sale Undertaking, the Trustee shall be bound to dissolve the Trust. y. Other principal terms and conditions of the proposal 1. Negative Pledge by Obligor : : The Obligor undertakes that, so long as any Sukuk remains outstanding, it will not, and will ensure that none of its Subsidiaries will, create or have outstanding any mortgage, charge, lien, pledge or other security interest, upon the whole or any part of its present or future business, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness or Relevant Sukuk Obligation, or to secure any guarantee or indemnity in respect of any Relevant Indebtedness or Relevant Sukuk Obligation, without (i) at the same time or prior thereto securing equally and rateably therewith its obligations under the Transaction Documents to which it is party (in whatever capacity) or (ii) providing such other security for those obligations as shall be approved by an Extraordinary Resolution. 2. Use of Proceeds : The Obligor also undertakes that, so long as any Sukuk remains outstanding (i) it will only use the proceeds of issue of the Sukuk for Shariah-compliant purposes as endorsed by the Obligor s internal 44

45 Shariah committee; and (ii) it will ensure that its internal Shariah committee conducts a periodic review to verify that the proceeds of issue of the Sukuk have been or (as the case may be) are being used for Shariah-compliant purposes. 3. Status of Sukuk : The Sukuk represent an undivided beneficial ownership interest in the relevant Trust Assets and are limited recourse obligations of the Trustee. Each Sukuk will constitute unsecured obligations of the Trustee and shall at all times rank pari passu and without any preference or priority with all other Sukuk of the relevant Series. The payment obligations of the Obligor (in any capacity) under the Transaction Documents shall, save for such exceptions as may be provided by applicable legislation and subject to the negative pledge provisions described in paragraph 2(y)(1), at all times rank at least equally with all other unsecured and unsubordinated indebtedness and monetary obligations of the Obligor, present and future. 4. Trust Assets : Pursuant to the Declaration of Trust, the Trustee holds the Trust Assets for each Series upon trust absolutely for and on behalf of the Sukukholders of such Series pro rata according to the face amount of Sukuk held by each holder. The term "Trust Assets" in respect of each Series means the following: i. the cash proceeds of the issue of the Sukuk, pending application thereof in accordance with the terms of the Transaction Documents; ii. the interests, rights, title, benefits and entitlements, present and future, of the Trustee in, to and under the Wakala Venture from time to time (excluding any representations given by the Obligor to the Trustee and/or the Delegate under any documents constituting the Wakala Venture from time to time); iii. the interests, rights, title, benefits and entitlements, present and future, of the Trustee in, to and under the Transaction Documents (excluding any representations given by the Obligor to the Trustee and/or the Delegate pursuant to any of the Transaction Documents or the covenant given to the Trustee pursuant to 45

46 Clause 17.1 of the Master Declaration of Trust); iv. all moneys standing to the credit of the Transaction Account (defined in Appendix 1) from time to time; v. the interests, rights, title, benefits and entitlements, present and future, of the Trustee in, to and under any other assets, rights, cash or investments as may be specified hereon, and all proceeds of the foregoing. 5. Redemption and Dissolution of Trust : Dissolution on the Scheduled Dissolution Date Unless previously redeemed, or purchased and cancelled, in full, as provided below, each Sukuk shall be finally redeemed at its Dissolution Distribution Amount and the Trust shall be dissolved by the Trustee on the Scheduled Dissolution Date specified hereon following the payment of all such amounts in full. Dissolution following a Dissolution Event Upon the occurrence of a Dissolution Event, the Sukuk may be redeemed at the Dissolution Distribution Amount and the Trustee may be required to dissolve the Trust, in each case as more particularly described in Condition 12 (Dissolution Events). No other Dissolution The Trustee shall not be entitled to redeem the Sukuk or dissolve the Trust other than as provided in Condition 8 (Redemption and Dissolution of the Trust) and Condition 12 (Dissolution Events). Upon payment in full of all amounts due in respect of the Sukuk of any Series and the subsequent dissolution of the Trust as provided in Condition 8 (Redemption and Dissolution of the Trust) and/or Condition 12 (Dissolution Events) (as the case may be), the Sukuk shall cease to represent interests in the Trust Assets and no further amounts shall be payable in respect thereof and the Trustee shall have no further obligations in respect thereof. 6. Taxation : All payments in respect of the Sukuk shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or 46

47 governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within Malaysia or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Trustee shall pay such additional amounts as shall result in receipt by the Sukukholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to any Sukuk: i. Other connection: to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Sukuk by reason of his having some connection with Malaysia other than the mere holding of the relevant Sukuk; or ii. Surrender more than 30 days after the Relevant Date: if the relevant Sukuk is surrendered for payment more than 30 days after the Relevant Date except to the extent that the holder of it would have been entitled to such additional amounts on surrendering the Sukuk for payment on the last day of such period of 30 days irrespective of whether that day is a business day (as defined in Condition 9(d) (Non- Business Day); or iii. Payment to individuals: where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the Economic and Financial Affairs Council (ECOFIN) meeting of November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive. "Relevant Date" in respect of any Sukuk means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which 47

48 notice is duly given to the Sukukholders that, upon further presentation of the Sukuk being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such presentation. "Periodic Distribution Amounts" and the "Dissolution Distribution Amount" shall be deemed to include any additional amounts that may be payable under this provision or any undertaking given in addition to or in substitution for it under the Declaration of Trust. 7. Transaction documents : The Transaction Documents in relation to each Series include: i. the relevant Sukuk; ii. the Master Declaration of Trust as supplemented by the Supplemental Declaration of Trust; iii. the Agency Agreement; iv. the Master Purchase Agreement as supplemented by the applicable Supplemental Purchase Agreement; v. the Sale Undertaking (together with each relevant sale agreement or transfer agreement executed upon exercise of the Sale Undertaking); vi. the Purchase Undertaking (together with each relevant sale agreement executed upon exercise of the Purchase Undertaking); vii. the Substitution Undertaking (together with each relevant sale agreement executed upon exercise of the Substitution Undertaking); viii. the Wakala Agreement; ix. if applicable to a Series, the Master Murabaha Agreement (together with all offers, acceptances and confirmations delivered pursuant thereto in connection with the relevant Series); and x. any additional documents in connection with the Sukuk. 8. Governing law : The Sukuk and each of the Transaction Documents (other than the Master Purchase Agreement and the 48

49 Wakala Agreement) and any non-contractual obligations arising out of or in connection with the same are and shall be governed by, and construed in accordance with, English law. The Master Purchase Agreement and the Wakala Agreement will be governed by, and construed in accordance with, the laws of Malaysia. 9. Jurisdiction : The Courts of England are to have jurisdiction to settle any disputes that may arise out of or in connection with any Sukuk (including any dispute relating to any non-contractual obligations arising out of or in connection with any Sukuk) and accordingly any legal action or proceedings arising out of or in connection with any Sukuk (including any dispute relating to any non-contractual obligations arising out of or in connection with any Sukuk) (the "Proceedings") may be brought in such courts. The Trustee irrevocably submits to the jurisdiction of the courts of England and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of the Delegate and each of the holders of the Sukuk and shall not affect the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). 10. Limited Recourse and Agreement of Sukukholders : Save as provided in this paragraph 2(y)(10) the Sukuk do not represent an interest in or obligation of any of the Trustee, the Delegate, the Obligor, any of the Agents or any of their respective affiliates. The proceeds of the relevant Trust Assets are the sole source of payments on the Sukuk of each Series. The net proceeds of the realisation of, or enforcement with respect to, the relevant Trust Assets may not be sufficient to make all payments due in respect of the Sukuk. Subject to paragraph 2(v), Sukukholders, by subscribing for or acquiring the Sukuk, acknowledge that notwithstanding anything to the contrary contained in the Conditions or any Transaction Document: 49

50 i. no payment of any amount whatsoever shall be made by the Trustee or the Delegate or any directors, officers, employees, or agents on their behalf except to the extent funds are available therefor from the relevant Trust Assets and further acknowledge and agree that no recourse shall be had for the payment of any amount due and owing hereunder or under any Transaction Document, whether for the payment of any fee or other amount hereunder or any other obligation or claim arising out of or based upon the Transaction Documents, against the Trustee to the extent the Trust Assets have been exhausted, following which all obligations of the Trustee shall be extinguished; ii. the Trustee may not sell, transfer, assign or otherwise dispose of the Wakala Venture or any part thereof (save as permitted pursuant to the Sale Undertaking, the Purchase Undertaking and Substitution Undertaking) to a third party, and may only realise its interests, rights, title, benefits and entitlements, present and future, in, to and under the Wakala Venture in the manner expressly provided in the Transaction Documents; iii. if the proceeds of the Trust Assets are insufficient to make all payments due in respect of the Sukuk, Sukukholders will have no recourse to any assets of the Trustee (and/or its directors, officers or shareholders in their capacity as such) (other than the relevant Trust Assets) or the Delegate or the Agents or any of their respective directors, officers, employees, agents, shareholders or affiliates, in respect of any shortfall or otherwise; iv. no Sukukholders will be able to petition for, institute, or join with any other person in instituting proceedings for, the reorganisation, arrangement, liquidation, bankruptcy, winding-up or receivership or other proceedings under any bankruptcy or similar law against the Trustee (and/or its directors), the Delegate, the Agents or any of their respective directors, officers, employees, agents, shareholders or affiliates as 50

51 a consequence of such shortfall or otherwise; v. no recourse (whether by institution or enforcement of any legal proceedings or assessment or otherwise) in respect of any breaches of any duty, obligation or undertaking of the Trustee or Delegate arising under or in connection with the Declaration of Trust by virtue of any customary law, statute or otherwise shall be had against any shareholder, officer, employee, agent or director in their capacity as such for any breaches by the Trustee or Delegate and any and all personal liability of every such shareholder, officer, employee, agent or director in their capacity as such for any breaches by the Trustee or the Delegate of any such duty, obligation or undertaking is expressly waived and excluded to the extent permitted by law. The obligations of the Trustee under the Declaration of Trust are corporate or limited liability obligations of the Trustee and no personal liability shall attach to or be incurred by the shareholders, members, officers, agents or directors of the Trustee (in their capacity as such), save in the case of their gross negligence, wilful misconduct or actual fraud. Reference in the Conditions to gross negligence, wilful misconduct or actual fraud means a finding to such effect by a court of competent jurisdiction in relation to the conduct of the relevant party; vi. it shall not be entitled to claim or exercise any right of set-off, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any jurisdiction, in respect of such Sukuk. No collateral is or will be given for the payment obligations under the Sukuk (without prejudice to the negative pledge provisions described in paragraph 2(y)(1)); and vii. the Wakala Agreement provides that the Expected Wakala Portfolio Income Revenues Amount is an indicative amount only, and that neither the Wakeel nor any other party gives any guarantee of (i) any payment by a Wakala Asset Obligor or (ii) the Wakala Portfolio Revenues 51

52 that will be received in respect of the Wakala Assets, save that it is also acknowledged that if there is a shortfall between the Wakala Portfolio Revenues and the Periodic Distribution Amount payable on the immediately following Periodic Distribution Date, the Wakeel shall use amounts standing to the credit of the reserve account established pursuant to the Wakala Agreement, and the Wakeel may provide Shariah-compliant funding to the Trustee pursuant to the Wakala Agreement to fund any further shortfall and, if there remains a shortfall after that time, and the Issuer does not pay the amount in full due on the immediately following Periodic Distribution Date, such non-payment shall constitute a Dissolution Event (subject to the grace period described in paragraph (a) of the definition of Trustee Event). Pursuant to the terms of the Transaction Documents, the Obligor is obliged to make payments under the relevant Transaction Documents to which it is a party directly to or to the order of the Trustee. Such payment obligations form part of the Trust Assets and the Trustee and the Delegate will thereby have direct recourse against the Obligor to recover payments due to the Trustee from the Obligor pursuant to such Transaction Documents notwithstanding any other provision of this condition. Such right of the Trustee and the Delegate shall (subject to the negative pledge provisions described in paragraph 2(y)(1)) constitute an unsecured claim against the Obligor. None of the Sukukholders, the Trustee and the Delegate shall be entitled to claim any priority right in respect of any specific assets of the Obligor in connection with the enforcement of any such claim. 11. Definitions : "Commodities" means any Shariah-compliant commodities (excluding currencies, gold and silver, that are each used as a medium of exchange); or, for the purposes of the description of the Master Murabaha Agreement above, means any Shariah compliant commodities that are traded on the Market (excluding currencies, gold and silver, that are each used as a medium of exchange). 52

53 "Conditions" means the terms and conditions of the Sukuk in the form set out in Schedule 2 of the Master Declaration of Trust. "Dealer Agreement" means the agreement to be entered into between the Issuer, the Obligor and the dealers named therein. "Eligibility Criteria" means in respect of any Tangible Assets and/or Non-Tangible Assets, as the case may be, shall be satisfied if the relevant Tangible Asset or Non-Tangible Asset (as applicable) is an asset: (i) (ii) (iii) (iv) (v) (vi) which, except in the case of Commodities, constitutes legal, valid, binding and enforceable obligations of the obligor thereof in the jurisdiction in which such obligor is located and (in the case of an Ijara Contract) in the jurisdiction in which any related asset in respect of such Ijara Contract is located; in respect of which, except in the case of Commodities, no additional steps are required to be undertaken by the Seller in order to make any amounts due under and in respect thereof payable to the Purchaser; in respect of which the Seller is entitled to receive all payments or proceeds of sale (as the case may be); which was originated and/or acquired by the Seller in a manner consistent with its usual credit and origination and/or investment policies; which is free from any adverse interest which may affect the rights of the Purchaser thereto or in respect of any payments to be made thereunder or in respect thereof; in respect of which, except in the case of Commodities, there has not occurred any event of default or analogous event nor any event which is subsisting and which, following the giving of any applicable notice and/or the lapse of any applicable grace period and/or the making of any determination and/or the giving of any certificate, would constitute an event of default or analogous event under any relevant 53

54 documentation; (vii) which is capable of being transferred to the Purchaser by the Seller in accordance with the terms set out in the Master Purchase Agreement and which does not and will not contravene any applicable law, rule or regulation (including any applicable law, rule or regulation of Malaysia); and (viii) which is not a Real Estate Asset. "Eligible Non-Tangible Assets" means any Non- Tangible Assets which comply with the Eligibility Criteria. "Eligible Tangible Assets" means any Tangible Assets which comply with the Eligibility Criteria. "Exercise Notice" means an exercise notice given pursuant to the terms of the Purchase Undertaking and/or the Sale Undertaking (as the case may be). "Expected Wakala Portfolio Income Revenues Amount" means, in relation to each Series, the amount specified as such in the Wakala Investment Plan. "Group" means MEXIM and its subsidiaries taken as a whole. "Ijara Contract" means contracts where a lessor leases property to a lessee and in respect of which regular payments are due from the lessee. "Initial Wakala Portfolio" means, in relation to a Series, the Wakala Assets described in the relevant Supplemental Purchase Agreement. "Issue Date" in relation to any Series, the date on which the Sukuk of that Series have been issued or, if not yet issued, the date agreed for their issue between the Issuer and the Relevant Dealer(s). "Market" means the commodity market operated by Bursa Malaysia Islamic Services Sdn Bhd for the trading of commodities. "Material Adverse Effect" means an event, condition or thing which materially adversely affects the condition (financial or other), prospects, results of operations or general affairs of MEXIM, the Issuer or the Group, or the ability of MEXIM or the Issuer to 54

55 perform its obligations under any of the Transaction Documents or any Sukuk, or that are otherwise material in the context of the issue of the Sukuk. "Non-Tangible Asset Income Revenues" means all revenues in respect of the Non-Tangible Assets and which comprise amounts other than Non-Tangible Asset Principal Revenues. "Non-Tangible Asset Principal Revenues" means all revenues in respect of the Non-Tangible Assets and which comprise amounts in the nature of sale, capital or principal payments. "Permanent Dealers" means all Dealers other than those appointed as such solely in respect of one or more specified Series. "Programme Limit" means USD1,000,000,000 or its equivalent in other currencies. "Real Estate Asset" means any right or interest in real estate or any agreement of which the subject matter is real estate or related to real estate. "Relevant Dealer" means, in relation to any Series, the Dealer or Dealers with or through whom an agreement to issue Sukuk has been concluded, or is being negotiated, by the Issuer. "Relevant Indebtedness" means any present or future indebtedness which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities which (i) for the time being are, or are intended to be or are capable of being, quoted, listed or dealt in or traded on any stock exchange or over-the-counter or other securities market and (ii) are payable in a currency other than Malaysian Ringgit or are denominated in Malaysian Ringgit and more than 50 per cent. of the aggregate principal amount of which is initially distributed outside Malaysia by, or with the authorisation of, the Obligor. "Relevant Sukuk Obligation" means any undertaking or other obligation to pay any money given in connection with any issue of trust certificates or other securities intended to be issued in compliance with the principles of Shariah, whether or not in return for consideration of any kind, which for the time being are, or are intended to be, or are 55

56 capable of being, quoted, listed or dealt in or traded on any stock exchange or over-the-counter or other securities market. "Securities Act" means the United States Securities Act of "Stabilising Manager(s)" means in connection with each Series, the Relevant Dealer(s) (if any) designated as stabilising manager(s). "Subscription Agreement" means an agreement between two or more Relevant Dealers and the Issuer made pursuant to clause 2.2 of the Dealer Agreement. Clause 2.2 of the Dealer Agreement states: "Syndicated Issues: Two or more Dealers may agree from time to time with the Issuer to subscribe and pay for Sukuk severally but not jointly and severally, as agreed between the Issuer and the Relevant Dealers. The terms of any such agreement shall be set out in a Subscription Agreement, which shall be substantially in the form set out in Schedule G or substantially to the same effect as such form." "Subsidiary" means any entity (i) whose affairs and policies the Obligor controls or has the power to control, whether by ownership of share capital, contract, the power to appoint or remove members of the governing body of such entity or otherwise; or (ii) whose financial statements at any time are required by law or in accordance with generally accepted accounting principles to be fully consolidated with those of the Obligor. "Signing Date" means each date on which the Issuer concludes an agreement with one or more Relevant Dealers for the issue and sale of Sukuk pursuant to Clause 2 of the Dealer Agreement which, in the case of a Syndicated Issue, shall be the date on which the Lead Manager agrees the pricing details for the relevant Sukuk with the Issuer. "Syndicated Issue" means an issue of Sukuk pursuant to clause 2.2 of the Dealer Agreement, as reproduced above. "Tangible Asset Income Revenues" means all revenues in respect of the Tangible Assets other 56

57 than Tangible Asset Principal Revenues. "Tangible Asset Principal Revenues" means all revenues in respect of the Tangible Assets and which comprise amounts in the nature of sale, capital or principal payments. "Trade Date" means each date on which the Issuer concludes an agreement with one or more Relevant Dealers for the issue and sale of Sukuk. "Wakala Asset" means, in relation to a Series, each asset constituting the relevant Wakala Portfolio, and "Wakala Assets" shall be construed accordingly. "Wakala Asset Obligor" means, the entity or entities obliged to make payments in respect of a Wakala Asset in accordance with all applicable laws and terms of the Wakala Asset. "Wakala Investment Plan" means, in relation to a Series, the investment plan scheduled to the relevant Supplemental Purchase Agreement, which will be substantially in the form set out in Schedule 1 to the Wakala Agreement. "Wakala Portfolio" means, in relation to each Series (i) the Initial Wakala Portfolio related to that Series, (ii) from the time of any acquisition of a Wakala Asset on the Trustee s behalf or substitution of a Wakala Asset in accordance with the Wakala Agreement or the Substitution Undertaking, shall include the Eligible Tangible Asset(s) and Eligible Non-Tangible Asset(s) so acquired or substituted for the relevant Wakala Asset and shall cease to include the Wakala Asset so substituted, but shall not include in the case of (i) or (ii) above any obligations or liabilities of Export-Import Bank of Malaysia Berhad in respect of any such assets, (iii) from the time of any other transfer of a Wakala Asset to Export-Import Bank of Malaysia Berhad in accordance with the Sale Undertaking or purchase of a Wakala Asset by Export-Import Bank of Malaysia Berhad pursuant to the Purchase Undertaking, shall cease to include the Wakala Asset so transferred or purchased and (iv) the Wakala Portfolio Principal Revenues. "Wakala Portfolio Income Revenues" means, in relation to a Series, all Tangible Asset Income Revenues and all Non-Tangible Asset Income Revenues. 57

58 "Wakala Portfolio Principal Revenues" means, in relation to a Series, all Tangible Asset Principal Revenues and all Non-Tangible Asset Principal Revenues. "Wakala Portfolio Revenues" means, in relation to a Series, all Wakala Portfolio Income Revenues and all Wakala Portfolio Principal Revenues. 58

59 Appendix The Issuer will issue a series of Sukuk (a "Series") to the holders of the Sukuk (the "Sukukholders") on the relevant issue date (the "Issue Date") and the Sukukholders will subscribe to the Sukuk by payment of the issue price (the "Sukuk Proceeds") to the Issuer. The Sukuk will represent an undivided ownership interest in the relevant Trust Assets (as defined below) through the master declaration of trust as supplemented by a supplemental declaration of trust in respect of each Series, by which the Issuer will declare a trust in favour of the Sukukholders over all of the following assets (together, the "Trust Assets"): (i) the cash proceeds of the issue of the Sukuk, pending application thereof in accordance with the Transaction Documents; (ii) its interests, rights, title, benefits and entitlements, present and future, in, to and under the Tangible Assets, the Non-Tangible Assets and/or the Commodity Murabaha Investment (each as defined below); (iii) its interest, rights, title, benefits and entitlements, present and future, in, to and under the Transaction Documents (excluding any representations given by the Obligor to the Trustee and/or the Delegate pursuant to any of the Transaction Documents or the covenant given to the Trustee pursuant to clause 17.1 of the Master Declaration of Trust); (iv) all monies standing to the credit of the Transaction Account (as defined in paragraph 1.6 below); and (v) its interests, rights, title, benefits and entitlements, present and future, in, to and under any other assets, rights, cash or investments as may be agreed between the Issuer, MEXIM and the JLMs/JSAs in respect of a specific Series, and all proceeds of the foregoing. 59