Putrajaya Holdings Sdn Bhd RM850.0 Million in Nominal Value of Al-Bai Bithaman Ajil Serial Bonds PRINCIPAL TERMS AND CONDITIONS

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1 1. Issuer: Putrajaya Holdings Sdn Bhd 2. Adviser: RHB Sakura Merchant Bankers Berhad 3. Joint Arrangers: RHB Sakura Merchant Bankers Berhad Alliance Merchant Bank Berhad 4. Facility Agent: RHB Sakura Merchant Bankers Bhd 5. Type of Issue: Bai Bithaman Ajil Serial Bonds 6. Instrument: Negotiable non-interest bearing primary bonds together with secondary bonds (to be traded together with the primary bonds) in bearer form evidencing a promise by the Issuer to pay stated Ringgit sums on specified dates (hereinafter referred to as Proposed BBA Serial Bonds ). 7. Purpose: The proceeds of the Proposed BBA Serial Bonds will be utilised generally to part finance the overall development costs of the Putrajaya Federal Government Administrative Centre ( the Project ), including amongst others: 1. payment to contractors for work done on the Parcels (as defined below); 2. paying down any drawings which the Issuer may have made on its revolving credit facilities pending issuance of the Proposed BBA Serial Bonds; and 3. payment for work done generally for the Project. 8. Underlying BBA Transaction: To facilitate the issuance of the Proposed BBA Serial Bonds, the Joint Arrangers shall enter into an Asset Purchase Agreement with the Issuer to purchase identified landed properties ( the Asset ) belonging to the Issuer as detailed below at an Asset Purchase Price to be agreed upon:

2 List of Block Titles PT. No Title No. Area Area (sq. meter) (sq. ft.) 28 H.S (D) ,530 1,146, H.S (D) 30 95,938 1,032, H.S (D) ,041 1,830, H.S (D) ,708 1,342, H.S (D) ,430 1,296, H.S (D) ,344 1,553, H.S (D) ,581 3,343, H.S (D) ,984 4,908, H.S (D) ,161 3,058, H.S (D) ,782 3,894, H.S (D) ,016 1,334, H.S (D) ,624 1,179, H.S (D) ,250 1,455, H.S (D) ,029 3,229, H.S (D) 84 96,762 1,041, H.S (D) ,409 1,080, H.S (D) ,878 1,979,247 3,224,467 34,707,890 In line with the Islamic financing contract of Bai Bithaman Ajil, the Joint Arrangers shall immediately thereafter enter into an Asset Sale Agreement with the Issuer to re-sell the Asset to the Issuer at an Asset Sale Price of RM1,142,880,000, payable over a deferred period. The payment obligations of the Issuer arising therefrom shall be evinced by the Issuer issuing the Proposed BBA Serial Bonds up to RM850,000,000 to the Joint Arrangers in various series of maturity and divided into specific number of primary bonds in face value of RM1,000,000 each to which shall be attached a number of secondary bonds, the face value of which represents the semi-annual profit payment on the respective series of the Proposed BBA Serial Bonds. This is tabulated as follows: Series Primary Bonds Secondary Bonds Total (Years) (RM mil) (RM mil) (RM mil) Total ,

3 The face value of the secondary bonds for the respective series is computed based on profit rates specified for each series of the Proposed BBA Serial Bonds as follows: Series Profit Rate (% pa) The secondary bonds are redeemable semi-annually, the first redemption commencing 6 months after the respective issue date. 9. Offer for Tender: Following the execution of the underlying BBA transaction and the issuance of the Proposed BBA Serial Bonds, the Joint Arrangers shall via the Facility Agent offer the bonds for tender by a Tender Panel. Selected institutions comprising banks, discount houses, insurance companies, pension funds and other eligible institutions will be invited by the Joint Arrangers to join the Tender Panel. The tender shall be made in accordance with the Rules For Fully Automated System For Tendering (FAST) issued by Bank Negara Malaysia ( BNM ). Each Joint Arranger may participate as a member of the Tender Panel and tender for the bonds offered by the other Joint Arranger. 10. Selling Restrictions: Each of the following restrictions applies in respect of the selling, transfers or disposals of all or any part of the legal or beneficial interest of the Proposed BBA Serial Bonds or in respect of any offer to do so, whereby: 1. The Proposed BBA Serial Bonds may not be offered or sold, transferred or otherwise disposed, directly or indirectly, nor may any document or other material in connection therewith be distributed in Malaysia, other than to such persons falling within any one of the categories or persons specified under Section 4 (6) of the Companies Act, 1965 (as amended), who are also persons to whom any offer to purchase or sell would be excluded offer or excluded invitation within the meaning of Section 38 of the Securities Commission Act, 1993;

4 2. Each of the Proposed BBA Serial Bonds that have been sold, transferred or otherwise disposed, directly or indirectly in any manner in paragraph (1) shall not be sold, transferred or otherwise disposed, of all or any part of the legal or beneficial interests in the Proposed BBA Serial Bonds to another person or, unless such sale, transfer, disposal or offer, is subject to the condition that such person(s) shall undertake to observe the restrictions set out herein; and 3. Without limitation to paragraphs (1) and (2) above, each holder of the Proposed BBA Serial Bonds shall observe all applicable laws and regulations in any jurisdiction (including Malaysia) in which it may offer, sell, transfer or otherwise dispose, of all or any part of its legal or beneficial interest in the Proposed BBA Serial Bonds or distribute any document or other material in connection therewith. 11. Central Depository & Paying Agent: Bank Negara Malaysia ( BNM ) 12. Security: The Proposed BBA Serial Bonds shall be secured against: i) A master assignment entered into between the Issuer and PAB Trustee Berhad on May 16, 2000 over the Concession Agreement dated June 8, 1999 ( CA ) between the Issuer and the Government of Malaysia ( the Government ). The benefit of the master assignment is held by PAB Trustee Berhad as security trustee for the benefit of financiers having the benefit of that security, on a pari passu and pro rata basis, who are persons (other than the Government) for the time being providing, raising or making available, or who may provide, raise or make available, directly or indirectly, finance or refinance to the Issuer under a financing instrument designated to the security trustee to have the benefit of the master agreement or for the benefit of persons acting as any agent or arranger under such financing instrument; and shall in any case include the successors in title and assigns of such persons; and ii) the undertaking of the Issuer to execute in favour of Malaysian Trustees Berhad as the Security Trustee a specific assignment of an amount equal to all proceeds receivable by the Issuer under the Sub-Leases for the lease period prior to the issue of the BBA Serial Bonds (if any) and all proceeds receivable by the Issuer under the Sub-Leases when executed in its favour by the Government in respect of 3 parcels of government office buildings identified as Wisma Putra, DPMR and MOF Complex ( the Parcels ) including all monies earned through placement/investment of the proceeds so assigned;

5 For this purpose, the Issuer shall: a) establish a Designated Account with a bank acceptable to the Facility Agent to capture all proceeds under the Sub-Leases, including any ancillary and termination payments and the Designated Account shall be charged to Malaysian Trustees Berhad as the Security Trustee; b) upon execution of the Sub-Leases, give an irrevocable instruction in writing to and procure the acknowledgement of the Government to remit all payments under the Sub-Leases directly into the Designated Account; and c) pending the execution of the Sub-Leases and until the payment of lease rentals by the Government commences, deposit from time to time such sum of monies into the Designated Account that are necessary to meet payment on the Proposed BBA Serial Bonds as and when they mature ( the Funded Payments ). In this regard, there shall be maintained in the Designated Account at any one time (until the payment of lease rentals by the Government commences) such balances as are necessary to redeem the Proposed BBA Serial Bonds maturing in the next 6 months ( Minimum Balance ). For this purpose, a sum of the proceeds of the Proposed BBA Serial Bonds equal to the Minimum Balance shall be retained in the Designated Account and the Issuer shall, following written advice by the Facility Agent, not later than 30 days prior to the next redemption date of any Proposed BBA Serial Bonds remit into the Designated Account such sum of monies as are necessary to maintain the Minimum Balance; and d) if it has received any proceeds from the Government under any of the Sub-Leases prior to the issuance of the Proposed BBA Serial Bonds, remit the same proceeds into the Designated Account.

6 13. Conditions Precedent: The issuance of the Proposed BBA Serial Bonds is subject to compliance with the following conditions: a) The Issuer shall have obtained the prior approval in writing of the Securities Commission and such other authorities (if applicable or necessary) for the issuance; b) The Proposed BBA Serial Bonds shall have been assigned a credit rating of AAA ID by Malaysian Rating Agency Corporation Berhad; c) All prescribed security shall be in full force and effect; d) If the Issuer had received any proceeds from the Government under any one of the Sub-Leases prior to the issuance of the Proposed BBA Serial Bonds, it shall remit an amount equal to proceeds so received into the Designated Account; e) Certified copies of the board resolution of the Issuer authorising:- (i) the issuance of the Proposed BBA Serial Bonds; and (ii) the execution and creation of all securities and all documents relating to the Proposed BBA Serial Bonds. shall have been furnished to the Trustee; f) The Issuer shall have furnished to the Trustee certified true copies of its Forms 24, 44 & 49, Memorandum & Articles of Association and a list of its authorised signatories and their specimen signatures; g) Written confirmation from the solicitors on the validity and enforceability of all financing and security documents in respect of the Proposed BBA Serial Bonds and conditions precedent therein have been complied with; and h) Such other conditions as may be advised by the solicitors. 14. Operation of the Designated Account: The balance in the Designated Account shall be placed in deposit or permitted profit-earning instruments in the money market and shall be uplifted periodically to meet payments of the Proposed BBA Serial Bonds as and when they mature. Subject to no breach of any terms and conditions and following commencement of lease rental payments by the Government, the Issuer may make withdrawals from the Designated Account from time to time such amount of the balance up to the aggregate of all Funded Payments paid previously by the Issuer into the Designated Account, provided that the remaining balance will not be less than the Minimum Balance.

7 Following the execution of all Sub-leases and commencement of lease rental payments by the Government, the projected revenue arising therefrom for each financial year shall be recalculated by the Facility Agent based on actual rental rates agreed between the Issuer and the Government to determine the Net Cashflow that must be retained in the Designated Account at the end of each financial year which, when aggregated with the lease rentals receivable from the Government and investment income at the projected rate of 3% per annum for the remaining life of the BBA Serial Bonds, is sufficient to meet the redemption of all outstanding BBA Serial Bonds as and when they mature. Net Cashflow for any financial year shall be defined as the sum of all lease rental payments received from the Government and investment income derived from the placement of funds in the Designated Account during the financial year less all disbursements made towards redemption of BBA Serial Bonds and bank charges. Any revenue in any one financial year so determined by the recalculation to be in excess of the Net Cashflow required to be so retained in the Designated Account at the end of that financial year shall qualify to be withdrawn by the Issuer after the end of that financial year subject to: a) actual receipt of the lease rentals from the Government for the said financial year; b) there being remaining in the Designated Account a balance equal to not less than 3 months lease rental following such withdrawal; and c) no Events of Default having occurred under the BBA Serial Bonds. For any such withdrawal, the Issuer shall give the Facility Agent at least 30 days prior notice in writing of the date of the intended withdrawal. Subject to compliance with conditions (a), (b) and (c) above, the Facility Agent shall advise the Security Trustee in writing of the withdrawal at least five (5) business days prior to the date of the withdrawal. For any financial year where the projected revenue following recalculation is insufficient to generate the necessary Net Cashflow for that year, the Issuer shall, not later than 30 days prior to the date of redemption of any maturing BBA Serial Bonds, remit into the Designated Account such amounts as are necessary to redeem the said bonds. The Designated Account shall be operated solely by the Security Trustee. 15. Financial Accounts: The Issuer shall provide the Trustee with its audited financial statements within 180 days of the end of each financial year.

8 16. Positive Covenants: a) The Issuer will exercise all its material obligations under, and will comply with, the CA and the Sub-Leases (after execution). b) The Issuer will preserve and keep in force and effect all consents, licences and rights necessary for the conduct of its business. c) The Issuer will notify the Trustee of claims against it which would have a material adverse effect upon the ability of the Issuer to perform its obligations under the CA, the Sub- Leases and the Proposed BBA Serial Bonds, and will defend itself against such claims. d) The Issuer will diligently pursue claims against third parties (with de minimis exception). e) The Issuer will maintain its corporate existence and present shareholding structure unless specifically provided for under the CA. f) The Issuer will perform all its material obligations under the Proposed BBA Serial Bonds. g) The Issuer will prepare accounts in accordance with all relevant laws and accounting principles and practices generally accepted in Malaysia. h) Such other covenants as may be advised by the solicitors shall also apply. 17. Negative Covenants: a) The Issuer will not cancel, surrender, abandon or otherwise amend the CA or the Sub-Leases (after execution) in any way which has a material adverse effect upon the ability of the Issuer to perform its obligations under the Proposed BBA Serial Bonds without the prior consent of the Trustee. b) The Issuer will not amend its Memorandum or Articles of Association, unless required for the purposes of a direct or indirect listing exercise, which has a material adverse effect upon the ability of the Issuer to perform its obligations under the Proposed BBA Serial Bonds, without the consent of the Trustee, subject to de minimis exception. c) The Issuer will not without the prior consent in writing of the Trustee incur any indebtedness for borrowed money (other than subordinated advances from the shareholders and loans provided or guaranteed by the Government) that will increase the ratio of its total indebtedness for borrowed money to its tangible networth beyond four (4) times. d) The Issuer will not dissolve its affairs.

9 (i) Putrajaya Holdings Sdn Bhd 18. Representations & Warranties: a) The Issuer is a company duly established and existing under Malaysian law and it has the power and authority to enter into the business in which it is or proposes to be engaged. b) The Issuer has the power to enter into, exercise its rights under and perform its obligations under the CA, the Proposed BBA Serial Bonds and the Sub-Leases when the same are to be executed. c) All necessary actions, authorisation and consents required under the CA, the Proposed BBA Serial Bonds and the Sub- Leases (when executed) have been taken, fulfilled and obtained and remain in full force and effect. d) The Issuer s entry into, exercise its rights under and performance of the CA, the agreement for the issuance of the Proposed BBA Serial Bonds and the Sub-Leases do not and will not violate any existing law or agreements to which it is a party. e) The Proposed BBA Serial Bonds create valid and binding obligations which are enforceable on and against the Issuer and the Government subject to the provisos set out in the legal opinions to be given at Financial Close. f) The Issuer s audited accounts are prepared in accordance with applicable approved accounting standards in Malaysia. The accounts fairly represent the Issuer s financial position. g) No litigation or arbitration is current or, to the Issuer s knowledge, is threatened, which if determined would have a material adverse effect on the ability of the Issuer to comply with the CA, the Proposed BBA Serial Bonds and the Sub- Leases when executed. 19. Additional Borrowings: Save and except for the condition stipulated below, the Issuer shall not be restricted in any way from incurring additional indebtedness for borrowed money secured against the master assignment of the CA and specific assignments of sub-leases over other parcels of development within Putrajaya so long as the additional security created does not in any way affect the security of the Proposed BBA Serial Bonds. The additional indebtedness shall also be subject to the condition that the ratio of the Issuer s total indebtedness for borrowed money to its tangible networth shall not exceed 4:1 at any one time.

10 (i) Putrajaya Holdings Sdn Bhd Total indebtedness shall mean only:- (i) (ii) the principal amount for the time being owing in respect of any loan, advances, debenture, debenture stock, bond, guarantee, indemnity, security interest, notes or any other instrument creating or evidencing indebtedness of the Issuer excluding all loans which are granted or guaranteed by the Government of Malaysia and all subordinated shareholder advances but so that in the case of a debenture, debenture stock, bond, guarantee, indemnity, security interest, notes or other instrument created or evidencing collateral security the amount to be taken into account shall be the principal amount thereof or the amount for the time being outstanding of the borrowing or indebtedness collaterally secured whichever is the lesser; in the case of a counter indemnity with respect to any guarantee facility provided to the Issuer in relation to advances made to the Issuer, the amount to be taken into account shall be the principal amount of the advances made to the Issuer; (iii) the principal amount payable in respect of any overdraft or other similar indebtedness of the Issuer; (iv) amounts outstanding raised by the Issuer by acceptance under any acceptance credit opened on its behalf and the principal amount recoverable from the Issuer in respect of bills or receivables discounted; (v) amounts outstanding under all agreements entered into by the Issuer for the leasing, hire purchase, conditional purchase or purchase on deferred terms and similar transactions in relation to any property other than land or buildings; (vi) amounts outstanding raised by the Issuer by factoring its hirepurchase receivables without recourse; and (vii) amounts outstanding as reflected in the accounts of the Issuer raised by way of Islamic financing creating an obligation to repay on the Issuer. Tangible net worth shall mean the aggregate as certified by the auditors of :- (i) (ii) the amounts credited as paid up on the issued shares of the Issuer; the credit balance on the consolidated profit and loss account of the Issuer; and (iii) the amount standing to the credit of any other consolidated capital and revenue reserves of the Issuer including any share premium account and capital redemption reserve;

11 less the aggregate at such time of: (i) (ii) any debit balance on the consolidated profit and loss account of the Issuer; all amounts attributable to goodwill, capitalised research and development costs, intellectual property and other intangible assets other than deferred expenditure; (iii) any surplus on any revaluation of property or assets after the date of the latest audited consolidated financial statements of the Issuer have been prepared except to the extent that such revaluation shall have been approved in writing by the Trustee for the purpose of this definition; (iv) any reserve attributable to interests of minority shareholders in any subsidiary; and (v) deferred tax, and so that no amount shall be included or excluded more than once. 20. Events of Default: The Trustee will have the right to declare an Event of Default following the occurrence of, inter-alia : a) failure of the Issuer to redeem either the primary or secondary bonds on maturity; b) the making of any Representation or Warranty which is incorrect in any material respect when made or repeated and which is likely to have a material adverse effect on the ability of the Issuer to perform its obligations under the CA, the Proposed BBA Serial Bonds or the Sub-Leases when executed and which, if capable of remedy, has not been remedied within 30 days; c) termination of the CA or any one of the Sub-Leases; d) breach of any material obligation under the CA, the Proposed BBA Serial Bonds or the Sub-Leases when executed which, if capable of remedy, is not remedied within 30 days of receipt of notice to do so from the Trustee or such further period as may be granted; e) insolvency or administration or winding up of the Issuer; f) where any other indebtedness of the Issuer becomes due and payable prior to its stated maturity or where the security created for any other indebtedness becomes enforceable.

12 21. Taxation: All payments under the Proposed BBA Serial Bonds shall be made free and clear of all Malaysian taxes. 22. Governing Law: Malaysian law. 23. Expenses: All costs and expenses incidental to the issuance of the Proposed BBA Serial Bonds including legal fees, stamp duties and BNM fees for the issue of Scripless Securities through RENTAS shall be for the account of the Issuer. 24. Security Trustee: Malaysian Trustees Berhad 25. Trustee: Malaysian Trustees Berhad 26. Syariah Adviser: RHB Capital Berhad Group Syariah Council