1 Bursa Malaysia 02 Feb 1996

Transcription

1 (A) CORPORATE INFORMATION OF ISSUER (1) Name : Bina Darulaman Berhad ( BDB or the Issuer ) (2) Address : Registered Office: Level 9, Menara BDB, 88, Lebuhraya Darulaman, 05100, Alor Setar, Kedah Darul Aman Business Address: Level 9 and 10, Menara BDB, 88, Lebuhraya Darulaman, 05100, Alor Setar, Kedah Darul Aman (3) Date of incorporation (4) Place of incorporation (5) Business registration number : 07-Feb-1995 : Malaysia : X (6) Residence status : Resident Controlled Company (7) Place and date of listing : No. Place of listing Date of listing 1 Bursa Malaysia 02 Feb 1996 (8) Principal activities (9) Authorised, issued and paidup share capital : Investment holding, provision of management services, oil palm plantation and property development. : The authorised, issued and paid-up capital of the Issuer as at 15 April 2017 are as follows: Authorised capital as at 15 April 2017 RM400,000, divided into 400,000,000 ordinary shares of RM1.00 each Issued and fully paid-up capital as at 15 April 2017: RM303,854,977 divided into 303,854,977 ordinary shares of RM1.00 each (10) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders (11) Board of directors : The substantial shareholder of the Issuer and its shareholding in the Issuer, as at 15 April 2017, are as follows: Name of Substantial Shareholder: Perbadanan Kemajuan Negeri Kedah No. of ordinary shares held: 204,444,388 % of share-holding: 67.28% : 1. Dato' Paduka Hj. Rasli Bin Basir 2. Dato' Abdul Rahman Bin Ibrahim 3. Dato' Izham Bin Yusoff 4. Asri Bin Hamidon 5. Datuk Wan Azhar Bin Wan Ahmad 6. Abdul Rahman Bin Abdullah 7. Sudirman Masduki (B) PARTIES TO THE TRANSACTION (1) Origination : No. Roles Name of parties Page 1 of 18

2 1 Issuer BDB 2 Principal Adviser Maybank Investment Bank Berhad 3 Lead Arranger Maybank Investment Bank Berhad ( Maybank IB or the PA/LA ) 4 Solicitors Shook Lin & Bok ( Solicitors ) 5 Shariah Adviser Maybank Islamic Berhad ( Maybank Islamic or Shariah Adviser ) 6 Credit Rating Agency Malaysian Rating Corporation Berhad ( MARC ) 7 Facility Agent Maybank IB 8 Trustee AmanahRaya Trustees Berhad ( AmanahRaya ) 9 Lead Manager Maybank IB ( LM ) (2) At point of distribution : No. Roles Name of parties 1 Issuer BDB 2 Lead Arranger Maybank IB 3 Lead Manager Maybank IB ( LM ) 4 Facility Agent Maybank IB 5 Trustee AmanahRaya 6 Shariah Adviser Maybank Islamic 7 Central Depository Bank Negara Malaysia ( BNM ) 8 Paying Agent BNM (3) After distribution : No. Roles Name of parties 1 Issuer BDB 2 Principal Adviser Maybank Investment Bank Berhad 3 Facility Agent Maybank IB 4 Shariah Adviser Maybank Islamic 5 Trustee AmanahRaya 6 Credit Rating Agency MARC 7 Central Depository BNM 8 Paying Agent BNM (C) DETAILS OF FACILITY/PROGRAMME Page 2 of 18

3 (1) Name of facility : Islamic Commercial Papers ( Sukuk Wakalah ) programme of up to RM100.0 million in aggregate nominal value, based on the Shariah principle of Wakalah Bi Al-Istithmar ( Sukuk Wakalah Programme ). (2) One-time issue or programme : Programme (3) Shariah principles sukuk) (for : No. Shariah Principles 1 Wakalah (Agency) 2 Murabahah (Cost-plus sale) (4) Facility description : Under the Sukuk Wakalah Programme, the Issuer may from time to time issue the Sukuk Wakalah based on the Shariah principle of Wakalah Bi Al-Istithmar, where the aggregate outstanding nominal value of all Sukuk Wakalah issued shall not exceed RM100.0 million at any one time. The Shariah principle of Wakalah Bi Al-Istithmar is one of the Shariah principles and concepts approved by the SAC. Underlying Transaction The issuance of each tranche of the Sukuk Wakalah from time to time under the Sukuk Wakalah Programme shall be effected as follows:- (1) Pursuant to a Wakalah agreement ( Wakalah Agreement ) entered into between the Trustee (acting on behalf of the Sukukholders) and the Issuer, the Trustee (acting on behalf of the Sukukholders) will appoint the Issuer to act as its agent ( Investment Wakeel ), acting on trust for the Trustee and the Sukukholders, to invest the Sukuk Proceeds (as defined below) into the following: (a) Shariah-compliant general business of the Issuer ( Shariah-compliant Business ); and (b) Shariah-compliant commodities (excluding ribawi items in the category of medium of exchange such as currency, gold and silver) ( Commodities ) purchased and sold under the Shariah principle of Murabahah (via Tawarruq arrangement) ( Commodity Murabahah Investment ), collectively, Wakalah Investments. (2) From time to time, the Issuer will issue the Sukuk Wakalah and the Sukukholders will subscribe to the Sukuk Wakalah by paying the issue price ( Sukuk Proceeds ). The Trustee and the Investment Wakeel will declare a trust over the Sukuk Proceeds, and over the Wakalah Investments and all the rights, title, interests, entitlements and benefits of the Trustee and the Investment Wakeel respectively in, to and under the Wakalah Investments and/or the Transaction Documents, including all moneys payable thereunder to the relevant Sukukholders, held on trust by the Trustee and the Investment Wakeel respectively for the relevant Sukukholders ( Trust Assets ). The Sukuk Wakalah will represent the Sukukholders undivided and proportionate beneficial interest in the Trust Assets. (3) The Investment Wakeel shall invest the Sukuk Proceeds into the Wakalah Investments. Shariah-Compliant Business (a) Pursuant to an investment agreement between the Trustee, the Investment Wakeel and the Issuer ("Investment Agreement"), the Investment Wakeel shall invest part of the Sukuk Proceeds into the Shariah-compliant Business. (b) The value of the Shariah-compliant Business shall constitute at least 33% of the aggregate Page 3 of 18

4 value of the Wakalah Investments, subject to the valuation principles set out in the Wakalah Agreement. The value attributable to the Wakalah Investments is the aggregate value of the Shariah-compliant Business and the Commodity Murabahah Investment. The Shariah-compliant Business shall be valued based on the net tangible assets of BDB or such other method acceptable to the Shariah Adviser, while the value of the Commodity Murabahah Investment shall be the outstanding Deferred Sale Price (as defined below). For the avoidance of doubt, the above ratio of at least 33% of the aggregate value of the Wakalah Investments is only applicable at the point of initial investment for each tranche of the Sukuk Wakalah and does not need to be maintained throughout the tenure of the Sukuk Wakalah. However, the Investment Wakeel shall ensure that the Shariah-compliant Business shall at all times be a component of the Wakalah Investments. Commodity Murabahah Investment The remaining balance of the Sukuk Proceeds shall be invested into the Commodity Murabahah Investment. (4) Commodity Murabahah Investment (a) Pursuant to a commodity murabahah master agreement between the Trustee, the Investment Wakeel, the Purchase Agent (as defined below) and the Issuer (as the buyer) ("Buyer") ("Commodity Murabahah Master Agreement"), the Buyer will from time to time issue a purchase order ( Purchase Order ) to the Investment Wakeel to purchase the Commodities, with an undertaking from the Buyer to purchase the Commodities from the Sukukholders (via the Investment Wakeel) at the Deferred Sale Price. (b) Pursuant to the Purchase Order, the Investment Wakeel (on behalf of the Sukukholders) (via the Facility Agent as the purchase agent ( Purchase Agent )) shall appoint a commodity trading participant ( CTP ) pursuant to a CTP purchase agreement ("CTP Purchase Agreement"),to purchase the Commodities on spot basis from the commodity supplier(s) in the Bursa Suq Al-Sila commodity market ( Commodity Supplier ) at a purchase price of an amount equivalent to the Sukuk Proceeds invested into the Commodity Murabahah Investment ( Commodity Purchase Price ). (c) Upon acquiring the Commodities, the Purchase Agent on behalf of the Investment Wakeel (for the benefit of the Sukukholders) will thereafter, pursuant to a sale and purchase agreement between the Purchase Agent and the Buyer ("Sale and Purchase Agreement"), sell those Commodities to the Buyer for a price equivalent to the Commodity Purchase Price plus the profit margin, which shall be payable on deferred payment basis ( Deferred Sale Price ). For the avoidance of doubt, the Deferred Sale Price shall be an amount equivalent to the aggregate of the Expected Periodic Distribution Amount (as herein defined), if any, and the nominal value of the Sukuk Wakalah. (d) Upon completion of such purchase, the Buyer (pursuant to a CTP sale agreement between the Facility Agent as the Buyer's sale agent ("Sale Agent") and a CTP ("CTP Sale Agreement") will, through the CTP, sell the Commodities to Bursa Malaysia Islamic Services Sdn Bhd ("BMIS") ( Commodity Buyer ) on spot basis for cash of an amount equivalent to the Commodity Purchase Price. (5) The Sukuk Wakalah may be issued with or without Periodic Distributions (as defined herein). In respect of Sukuk Wakalah with Periodic Distributions, returns generated from the Wakalah Investments (including part payment of the Deferred Sale Price) up to the expected amount ( Expected Periodic Distribution Amount ) shall be distributed periodically in the form of periodic distributions ( Periodic Distributions ) with final payment on the maturity date ( Scheduled Dissolution Date ) or upon the declaration that a dissolution event ( Dissolution Event ) has occurred ( Dissolution Declaration Date ), whichever is earlier. In respect of Sukuk Wakalah without Periodic Distributions, returns generated from the Wakalah Investments up to the expected return (to be calculated based on the yield to maturity of the Sukuk Page 4 of 18

5 Wakalah) shall be distributed on a one-off basis upon the Scheduled Dissolution Date or upon the Dissolution Declaration Date, whichever is earlier. On (i) each date on which a particular Periodic Distribution is made ( Periodic Distribution Date ) ; (ii) the Scheduled Dissolution Date; or (iii) the Dissolution Declaration Date, as the case may be, any returns from the Wakalah Investments in excess of the Expected Periodic Distribution Amount distributable and/or the Dissolution Distribution Amount (as defined under Other Terms and Conditions) due and payable under the Sukuk Wakalah (as the case maybe) shall be waived by the Sukukholders and retained by the Issuer as an incentive fee for its services as Investment Wakeel in managing the Wakalah Investments under the Wakalah Agreement. (6) The Issuer (as the obligor) ( Obligor ) shall grant a purchase undertaking ( Purchase Undertaking ) to the Trustee (for the benefit of the Sukukholders), whereby on a Scheduled Dissolution Date or the Dissolution Declaration Date, whichever is earlier, the Obligor shall purchase the Sukukholders interest in the Shariah-compliant Business from the Trustee (acting on behalf of the Sukukholders) at the Exercise Price (as defined below) by entering into a sale agreement ( Sale Agreement ) with the Trustee. The Exercise Price for the purchase of the Shariah-compliant Business shall be at the market value or fair value of the Shariah-compliant Business determined based on the valuation principles set out in the Wakalah Agreement, at the relevant Scheduled Dissolution Date or the Dissolution Declaration Date, as the case may be. (7) Proceeds of the Wakalah Investments including the Exercise Price, the Deferred Sale Price (subject to any Ibra if applicable) and any returns generated shall be utilised to redeem the Sukuk Wakalah at the Dissolution Distribution Amount (as defined below), on the Scheduled Dissolution Date or the Dissolution Declaration Date, as the case may be. Any excess in respect of proceeds of the Wakalah Investments thereof shall be waived by the Sukukholders and be retained by the Investment Wakeel as incentive fee for its services in managing the Wakalah Investments under the Wakalah Agreement. Upon full payment of all amounts due and payable under the Sukuk Wakalah, the relevant trust in respect of the Trust Assets will be dissolved and the relevant Sukuk Wakalah held by the Sukukholders will be cancelled. (5) Currency : Ringgit (6) Expected facility/ programme size (7) Option to upsize (for programme) (8) Tenure of facility/ programme (9) Availability period for debt/ sukuk programme : MYR100,000, : No : 7 year(s) : The Sukuk Wakalah Programme will be available upon completion of the Transaction Documents and, unless waived by the PA/LA, compliance with all conditions precedent therein and all other applicable conditions, to the satisfaction of the PA/LA, until the expiry of the tenure of the Sukuk Wakalah Programme. The first (1st) Sukuk Wakalah shall be issued at any time within sixty (60) business days from the date of the lodgement of the required information and documents relating to the Sukuk Wakalah Programme with the SC. (10) Clearing and settlement platform : MyClear (11) Mode of issue : Bought deal Direct placement Private placement Tender Page 5 of 18

6 (12) Selling restrictions (13) Tradability and transferability : Part 1 of Schedule 6 of the Capital Markets & Services Act, 2007 (CMSA) Part 1 of Schedule 7 of the CMSA Read together with Schedule 9 of CMSA Other-The Sukuk Wakalah may not be issued, offered, sold, transferred or otherwise disposed, directly or indirectly, nor may any document or other material in connection therewith be distributed in or outside Malaysia, other than to persons, whether as principal or agent, falling within any of the categories of persons or in the circumstances specified under: (a) at the point of issuance of the Sukuk Wakalah: (i) Part I of Schedule 6 (or Section 229(1) (b)) of the CMSA; and (ii) Part I of Schedule 7 (or Section 230(1)(b)) of the CMSA; read together with (iii) Schedule 9 (or Subsection 257(3)) of the CMSA and Section 2(6) of the Companies Act 2016 (as amended from time to time). (b) after issuance of the Sukuk Wakalah: (i) Part I of Schedule 6 (or Section 229(1)(b)) of CMSA; read together with (ii) Schedule 9 (or Subsection 257(3)) of the CMSA and Section 2(6) of the Companies Act 2016 (as amended from time to time). : Tradable & transferable (14) Other regulatory approvals required in relation to the issue, offer or invitation to subscribe or purchase PDS/sukuk, and whether or not obtained (15) Details of security/ collateral pledged (16) Details of guarantee (17) Convertibility of Issuance (18) Exchangeability of Issuance : None : Unsecured : Not guaranteed : Non-convertible : Non-exchangeable (19) Call option : No call option (20) Put option : No put option (21) Details of covenants : a. Positive covenants The Issuer shall provide positive covenants which are typical and customary for an issuance of this nature which shall include but not limited to the following:- (a) Perform all its obligations under and comply with all provisions of the Transaction Documents to which it is a party and immediately inform the Trustee in the event that it is unable to perform any of its obligations under or comply with any of the provisions of the Transaction Documents. (b) Redeem in full outstanding Sukuk Wakalah in accordance with the terms and conditions of the Transaction Documents. (c) Obtain, preserve, keep in force and effect and promptly renew from time to time all licences, rights, authorisations, approvals, consents and exemptions, registrations, recordings, filings or notarisations which are required under the applicable laws or regulations including those necessary for the Issuer to own its assets, the carrying out of the businesses of the Issuer or to Page 6 of 18

7 ensure the validity, enforceability or priority of its liabilities and obligations or the rights of the Trustee, the Sukukholders or any other party under the Transaction Documents and shall comply with the terms and conditions of the same. (d) Preserve and maintain good and valid title to its properties and assets. (e) Pay and discharge all taxes imposed upon it or its assets within the time period allowed without incurring penalties save to the extent that (a) payment is being contested in good faith, and for which adequate reserves are being maintained for those taxes, or (b) payment can be lawfully withheld. (f) Punctually pay and discharge all indebtedness whensoever and wheresoever due and payable. (g) Utilise the Sukuk Proceeds for the purpose as represented herein. (h) Ensure that the terms in any of the Transaction Documents do not contain any matter which is inconsistent with the provisions of the Information Memorandum. (i) Acquire and maintain the necessary insurance policies or takaful contracts as required under the Transaction Documents. (j) Execute all such further documents and do all such further acts necessary at any time or times to give further effect to the terms and conditions of the Transaction Documents. (k) Comply with all applicable and relevant laws and regulations with regards to the Sukuk Wakalah Programme. (l) Exercise reasonable diligence in carrying out its business and affairs in a proper and efficient manner in accordance with sound financial and commercial standards and practices, including but not limited to ensuring that all necessary approvals or relevant licences are obtained and preserved. (m) Notify the Trustee immediately in the event that the Issuer becomes aware of the following: (i) Any circumstances that has occurred that would materially prejudice the Issuer. (ii) Any claims against it which could have Material Adverse Effect (as defined in Other Terms and Conditions) under the Transaction Documents to which it is a party and any action that the Issuer is taking in relation to such claims. (iii) Any change in the withholding tax position or taxing jurisdiction of the Issuer. (iv) Any take-overs, mergers, acquisitions and divestments undertaken by the Issuer which may affect its financial or liquidity position. (v) Any Dissolution Event. (vi) Any substantial change in the nature of the business of the Issuer. (vii) The happening of an event that has caused or could cause any amount secured or payable under the Sukuk Wakalah to become immediately payable, the Sukuk Wakalah to become immediately enforceable and/or any other right or remedy under the terms, provisions or covenants of Sukuk Wakalah and/or the Transaction Documents to become immediately enforceable. (viii) Any other matters that may materially prejudice the interest of the Sukukholders. (n) Give to the Trustee any information which the Trustee may reasonably require in order to discharge its duties and obligations under the Transaction Documents to which it is a party relating to the Issuer's affairs to the extent permitted by law. (o) Maintain and keep proper books and accounts and prepare its financial statements at all times Page 7 of 18

8 in compliance with applicable statutory requirements and in accordance with generally accepted accounting standards in Malaysia, which financial statements shall give a true and fair view of the results of the operations of the Issuer for the period to which the financial statements are made up and shall disclose or provide against all liabilities (actual or contingent) of the Issuer, and provide the Trustee and any person appointed by it e.g. auditors access to such books and accounts to the extent permitted by law. (p) Maintain a paying agent in Malaysia and procure that paying agent to notify the Trustee, through the Facility Agent, in the event the paying agent does not receive payment from the Issuer on the due dates as required under the Transaction Documents. (q) Such other positive covenants as may be deemed necessary by the PA/LA and/or advised by the Solicitors and/or which are required in order to comply with the Trust Deeds Guidelines. b. Negative covenants The Issuer shall provide negative covenants which are typical and customary for an issuance of this nature which shall include but not limited to the following, the Issuer without the prior written consent of the Trustee, shall not do any of the following:- (a) Constitutional Document: add to, supplement, delete, vary, amend or substitute its memorandum and articles of association in any manner which may be inconsistent with the provisions under the Transaction Documents and/or which may be materially prejudicial to the interests of the Sukukholders. (b) Dissolution: wind-up or dissolve its business or affairs or amalgamate with, consolidate with or merge with any other person or into another entity or otherwise, which would have a Material Adverse Effect. (c) Mergers, etc.: undertake or permit to be undertaken any take-over, merger, acquisition, divestment, consolidation, re-organisation, reconstruction or any scheme of compromise or any other arrangement, which would have a Material Adverse Effect. (d) Surrender Rights etc: cancel, surrender, transfer, assign, relinquish or otherwise dispose of any of its rights and interest under the Transaction Documents and/or obligations under the Sukuk Wakalah Programme (except as permitted under the Transaction Documents). (e) Indebtedness: create, incur, assume, guarantee, or agree to create, incur, assume or guarantee or permit to exist, whether directly or indirectly, any borrowings or indebtedness, save and except for the Sukuk Wakalah Programme and guarantee entered into in the ordinary course of business and on arms' length basis and the existing borrowings or indebtedness or guarantees created and disclosed to the Trustee prior to the signing of the Transaction Documents. (f) Security interest: create or permit to exist any encumbrance, mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment by way of security, trust arrangement for the purpose of providing security or other security interest over all or any of its present and future assets, business and/or undertakings, save and except for the existing security interest created and disclosed to the Trustee prior to the signing of the Transaction Documents. (g) Share capital: reduce or in any way alter (except by way of an increase) its issued paid-up Page 8 of 18

9 capital whether by varying the amount, structure or value thereof or the rights attached thereto or by converting any of its share capital into stock, or by consolidating, dividing or sub-dividing all or any of its shares, or by any other manner. (h) No Change in Business: change or cause or permit to change the nature or scope of its existing business or operations or suspend its existing business operations which would have a Material Adverse Effect. (i) Licences: cancel, surrender, abandon or otherwise amend or permit to be cancelled, surrendered, abandoned or otherwise amended, any licences, grants, consents, approvals or authorisations in any way which could have a Material Adverse Effect, unless imposed by any applicable law or authorities. (j) Related party transaction: enter into a transaction, whether directly or indirectly, with interested persons unless:- (i) such transaction shall be on terms that are no less favourable to the Issuer than those which could have been obtained in a comparable transaction from persons who are not interested persons; (ii) with respect to transactions involving an aggregate payment or value equal to or greater than an agreed percentage ratio as provided in the listing requirements, the Issuer obtains certification from an independent adviser that the transaction is carried out on fair and reasonable terms; provided the Issuer certifies to the Trustee that the transaction complies with paragraph (i) above, that the Issuer has received the certification referred to in this paragraph (ii) and that the transaction has been approved by the majority of the board of directors or shareholders in a general meeting as the case may be; and (iii) with respect to transactions constituting a recurrent related party transaction of a revenue or trading nature (RRPT) which are provided for and permitted under the listing requirements, provided that the Issuer certifies to the Trustee that the transaction complies with paragraph (i) above, that the Issuer has obtained or renewed, where applicable, the shareholders' mandate in accordance with the said listing requirements and that the Issuer furnishes at least one certificate to the Trustee in respect of the RRPT contemplated under one shareholders' mandate. (k) No change in utilisation of Sukuk Proceeds: change the utilisation of the Sukuk Proceeds. (l) No disposal of assets: dispose of any of its assets to any third party that will have a Material Adverse Effect, save for permitted disposal to be agreed prior to the signing of the Transaction Documents. (m) No loans from shareholders, etc.: obtain or permit to exist any loans, financings or advances from its shareholders, subsidiaries or associated companies unless these loans, financings and advances are subordinated to the Sukuk Wakalah. (n) Others: Such other negative covenants as may be deemed necessary by the PA/LA and/or advised by the Solicitors and/or which are required in order to comply with the Trust Deeds Guidelines. c. Financial covenants Page 9 of 18

10 No financial covenant d. Information covenants The Issuer shall provide information covenants which are typical and customary for an issuance of this nature which shall include but not limited to the following, the Issuer shall:- (a) deliver to the Trustee, at least on an annual basis a certificate duly signed by [two (2)] directors of the Issuer confirming that it has complied with all its obligations under the Transaction Documents and the terms and conditions of the Sukuk Wakalah and that there does not exist or had not existed, from the date of the Sukuk Wakalah were issued or the date of the previous certificate, as the case may be, any Dissolution Event, and if such is not the case, to specify the same; (b) deliver to the Trustee: i) as soon as they become available (and in any event within one hundred and eighty (180) days after the end of each financial year), a copy of its audited financial statements for such financial year audited and certified without qualification by an independent auditor permitted applicable laws, and such other information (financial or otherwise) as the Trustee may reasonably require from time to time; ii) as soon as they become available (and in any event within ninety (90) days after the end of each half of the Issuer's financial year), a copy of its half-yearly management accounts or unaudited financial statements for such half financial year prepared on a basis consistently applied in accordance with generally acceptable accounting principles in Malaysia; (c) deliver to the Trustee, promptly after receipt of such request by the Trustee, any information relating to its business, affairs and financial condition or such other information as may from time to time be reasonably requested by the Trustee in order to discharge its duties and obligations as Trustee from time to time, to the extent permitted by law. (d) deliver the necessary information to the rating agency upon its reasonable inquiry over occurrence of a breach of provision of the relevant Transaction Documents which has been notified by the Trustee to the Sukukholders, unless such breach would be or have been remedied to the satisfaction of the Trustee; (e) promptly notify the Trustee forthwith upon it becoming aware of any change in its financial, business or operation condition or otherwise, and of any litigation or other proceedings of any nature whatsoever being threatened or initiated against the Issuer before any court or tribunal or administrative agency which has a Material Adverse Effect; (f) promptly notify the Trustee of the occurrence of any Dissolution Event or any other event that gives rise to any right or remedy under the Transaction Documents, forthwith upon it becoming aware thereof, and it shall take all reasonable steps and/or such other steps as may reasonably be requested by the Trustee to remedy or rectify such events; (g) promptly deliver to the Trustee all notices or other documents received by the Issuer from, or dispatched by the Issuer to, any of its shareholders, directors, relevant authorities or its creditors; and (h) such other information covenants as may be deemed necessary by the PA/LA and/or advised by the Solicitors and/or which are required in order to comply with the Trust Deeds Guidelines. Page 10 of 18

11 (22) Details of designated account(s) (23) Name of credit rating agency and credit rating : No designated account : No. Credit Rating Agency Credit rating 1 Malaysian Rating Corporation Bhd (MARC) MARC-2 IS Final/ Indicative rating Partial Amount rated Indicative rating No MYR 100,000, (24) Conditions precedent : Conditions Precedent prior to first issuance Conditions precedent (which shall be inform and substance acceptable to the LA) typical and customary for an issuance of this nature including but not limited to: Main Documentation The Transaction Documents and all other relevant documents in the form and substance satisfactory to the LA have been duly executed and, where applicable, stamped (unless otherwise exempted) and presented for registration. Issuer (a) Certified true copies of the Certificate of Incorporation, and the Memorandum and Articles of Association of the Issuer. (b) Certified true copies of the latest Forms 24, 44 and 49 and the latest Annual Return of the Issuer. (c) A certified true copy of board resolution (and, if applicable, shareholders' resolution) of the Issuer authorising, among others, the establishment of the Sukuk Wakalah Programme, the issuance of the Sukuk Wakalah and the execution of the relevant Transaction Documents to which the Issuer is a party. (d) A list of the Issuer s authorised signatories and their respective specimen signatures. (e) A satisfactory report of the company search on the Issuer conducted at the Companies Commission of Malaysia. (f) A satisfactory report of the winding up search on the Issuer conducted at the Department of Insolvency, Malaysia, confirming that the Issuer has not been wound up. (g) Satisfactory reports of the bankruptcy searches on the Issuer's directors and company secretary(ies) conducted at the Department of Insolvency, Malaysia, confirming that none of them is a bankrupt. (h) A certificate from the Issuer confirming that there is no litigation, arbitration or administrative Page 11 of 18

12 proceeding or claim against the Issuer and/or any of its subsidiaries which would have a Material Adverse Effect. General (i) Acknowledgement by the SC in respect of the Lodgement Kit has been obtained and, where applicable, all other approvals in relation to the establishment of the Sukuk Wakalah Programme have been obtained for the Issuer to enter into and perform its obligations under the Transaction Documents to which it is a party. (j) Written legal opinion from the Solicitors addressed to the LA, confirming among others:- i. the legality, validity and enforceability of the Transaction Documents; and ii. all conditions precedents on the part of the Solicitors to confirm have been fulfilled or waived (as the case may be); (k) Confirmation from the Credit Rating Agency that the Sukuk Wakalah Programme has obtained a rating of MARC-2IS (or its equivalent). (l) Evidence of confirmation from the Shariah Adviser that the structure and mechanism of the Sukuk Wakalah Programme and the Transaction Documents are Shariah-compliant. (m) The consents from all existing financiers, chargees, bank guarantors or assignees (where applicable) have been obtained for the Issuer to undertake the Sukuk Wakalah Programme and issue the Sukuk Wakalah; (n) All transaction fees, costs and expenses payable in connection with the establishment of the Sukuk Wakalah Programme have been paid in full or arrangements for the payment of the relevant transaction fees, costs and expenses have been made. (o) Evidence that the Trustees' Reimbursement Account has been established and the deposit of RM30, has been made. (p) Such other conditions precedent as may be deemed necessary by the PA/LA and/or advised by the Solicitors. Conditions Precedent for each issuance of Sukuk Wakalah (a) A confirmation signed by two (2) directors of the Issuer, confirming that: (i) all representations and warranties still remain true and correct in all material respects having regards to the prevailing circumstances; (ii) no Dissolution Event or potential Dissolution Event has occurred and is continuing or shall Page 12 of 18

13 occur if the relevant issuance is made; and (iii) all the covenants are complied with. (b) No adverse change to the rating of the Sukuk Wakalah Programme. (c) Such other conditions precedent as may be deemed necessary by the PA/LA and/or advised by the Solicitors. (25) Representations and warranties : Representations and warranties usual and customary for an issuance of such nature, including but not limited to the following:- (a) the Issuer is a company duly established and existing under Malaysian law and has the power and authority to enter into the business in which it is engaged; (b) the Issuer has the power to enter into, exercise its rights under and perform its obligations under the Transaction Documents; (c) all necessary actions, authorisations and consents required for the performance by the Issuer of its obligations under the Sukuk Wakalah Programme and/or the Transaction Documents have been taken, fulfilled and obtained and remain in full force and effect and no further approvals or other third party consents are required other than those already obtained; (d) the Issuer s entry into, exercise of its rights under and performance of its obligations under the Transaction Documents to which it is a party does not and will not violate any existing law or any agreements to which it is a party or its memorandum and articles of association; (e) no registration and no payment of any duty or tax or other action (other than those required as conditions precedent above) is necessary to ensure the validity, enforceability or admissibility in evidence in Malaysia of the Transaction Documents; (f) the Sukuk Wakalah have been duly authorised, and when issued and delivered pursuant to the Transaction Documents will have been duly executed, authenticated, issued and delivered and will constitute valid and binding obligations of the Issuer entitled to the benefits provided by the Transaction Documents; (g) no litigation or arbitration is current or, to its knowledge, is threatened, which if adversely determined may have a Material Adverse Effect; (h) each of the Transaction Documents is or will when executed and/or issued, be in full force and effect and constitutes, or will when executed or issued, constitute the Issuer s valid and legally binding obligations enforceable in accordance with its terms; (i) the information furnished by the Issuer in connection with the Sukuk Wakalah Programme and the Transaction Documents does not contain any false or misleading statements or any material omission and any opinions contained therein were honestly made on reasonable grounds after due and careful enquiry; Page 13 of 18

14 (j) the Issuer is subject to civil and commercial law with respect to its obligations under the Transaction Documents, the transactions contemplated thereby and thereby constitute private and commercial acts done for private and commercial purposes and it is not entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which may include, without limitation, suits, attachment prior to judgment, execution or other enforcement in Malaysia); (k) the audited financial statements of the Issuer have been prepared in accordance with accounting principles and standards generally accepted in Malaysia audited and certified by qualified auditors and give a true and fair view of the financial position of Issuer as at such date; (l) there is no change in the business, condition (financial or otherwise), performance or results of the operations of the Issuer which may have a Material Adverse Effect; (m) no event that would constitute a Dissolution Event (as defined below) under the Sukuk Wakalah or which with the giving of notice or the lapse of time or other condition would constitute a Dissolution Event has occurred and is continuing; and (n) any other representations and warranties as may be deemed necessary by the PA/LA and/or advised by the Solicitors. (26) Events of defaults or enforcement events, where applicable, including recourse available to investors : Events of default or Dissolution Events, usual and customary for an issuance of such nature, which include but not limited to the following:- (i) Non-Payments: the Issuer fails to pay any amount due from it under any Sukuk Wakalah or the Sukuk Wakalah Programme or any of the Transaction Documents, whether formally demanded or not, on the due date or the date of demand, if so payable; (ii) Other Breaches: the Issuer breaches any of its obligations or terms and conditions of the Sukuk Wakalah or under any of the Transaction Documents to which it is a party (other than under clause (i) above) or of any other document relating to the issue, offer or invitation in respect of the Sukuk Wakalah and, if such breach in the reasonable opinion of the Trustee is capable of being remedied, the Issuer does not remedy the breach within a period of thirty (30) days after the Issuer became aware or having been notified by the Trustee of the breach, whichever is earlier; (iii) Misrepresentation: any representation, warranty or statement which is made by the Issuer in the Transaction Documents is or proves to be incorrect or misleading in any material respect when made or repeated; (iv) Invalidity: any provision of the Transaction Documents is or becomes, for any reason, invalid, illegal, void or unenforceable which would prevent the Issuer from or entitle the Issuer to refrain from performing any of its obligations thereunder; Page 14 of 18

15 (v) Cessation of business: the Issuer ceases to carry on all or a substantial part of its business operation, which will in the reasonable opinion of the Trustee have a Material Adverse Effect; (vi) Appointment of receiver, legal process: an encumbrancer takes possession of, or a trustee, liquidator, receiver or similar officer is appointed in respect of, all or a substantial part of the business, assets or undertaking of the Issuer and is not paid out, withdrawn or discharged within thirty (30) days of such appointment; (vii) Insolvency: the Issuer is unable to pay its debts within Section 218(2) of the Companies Act, 1965 (as may be amended from time to time) and the Issuer has not taken any action in good faith to set aside such claims within twenty one (21) days from the date of service of such claims for payment; (viii) Winding-up: a resolution being passed or an order of court is made that the Issuer be wound up or similar proceedings which are reasonably determined by the Trustee to be analogous in effect being instituted (other than for the purposes of an intra BDB Group reorganisation on a solvent basis or an amalgamation, merger or reconstruction the terms whereof have previously been approved by the Trustee unless during or following such amalgamation, merger or reconstruction the Issuer becomes or is declared to be insolvent); or a bona fide petition (which for the avoidance of doubt, excludes frivolous or vexatious petition) is presented for the winding-up or dissolution of the Issuer by an order of a court of competent jurisdiction unless such petition is stayed, withdrawn or dismissed within thirty (30) days (or such extended period as the Trustee may consent, such consent not to be unreasonably withheld) of its presentation; or the Issuer undergoes any scheme of reconstruction, arrangement or compromise pursuant to Section 176 of the Companies Act, 1965 (as may be amended from time to time) or the same has been instituted against it. BDB Group shall mean the Issuer and its related corporations; (ix) Assets: all or a material part of the property or assets of the Issuer shall be condemned, seized or otherwise appropriated, nationalised or compulsorily acquired by any person acting under the authority of the governmental body, which will in the reasonable opinion of the Trustee have a Material Adverse Effect; (x) Composition: the Issuer makes a general assignment or enters into an arrangement or composition with or for the benefit of its creditors in respect of all or a material part of (or a particular type of) its indebtedness; (xi) Repudiation: the Issuer repudiates any of the Transaction Documents or the Issuer does or causes to be done any act or thing evidencing an intention to repudiate any of the Transaction Documents; (xii) Cross Default: any indebtedness of any member of the BDB Group becomes due and payable or capable of being declared due and payable prior to its stated maturity by reason of a default by any member of the BDB Group in its obligations in respect of the same, or any member of the BDB Group fails to make any payment in respect thereof on the due date for such payment or if due on demand Page 15 of 18

16 when demanded or the security for any such indebtedness becomes enforceable or any guarantee or similar obligations of any member of the BDB Group for any such indebtedness is not discharged at maturity or when called; (xiii) Judgment passed: the Issuer fails to satisfy any judgment which has a Material Adverse Effect passed against it by any court of competent jurisdiction and no appeal against such judgment has been made to the appropriate appellate court within the time prescribed by law or such appeal has been dismissed; (xiv) Revocation of licences, etc.: where there is a revocation, withholding, invalidation or modification of a license, authorization or approval that impairs or prejudices the Issuer's ability to comply with the terms and conditions of the Sukuk Wakalah or the provisions of any of the Transaction Documents or of any other document relating to the issue, offer or invitation in respect of the Sukuk Wakalah; (xv) Other Events of Default: any other Events of Default as may be deemed necessary by the PA/LA and/or advised by the Solicitors. Consequence of Events of Default for the Sukuk Wakalah generally Upon the occurrence of any Dissolution Event, the Trustee may, or shall if directed to do so by the Sukukholders pursuant to a special resolution, declare that a Dissolution Event has occurred in respect of the Sukuk Wakalah of all tranches, whereupon the Trustee may enforce its rights under the Transaction Documents, including but not limited to, requiring the Obligor to purchase the Sukukholders interest in the Shariah-compliant Business from the Trustee (acting on behalf of the Sukukholders) at the Exercise Price and enter into the Sale Agreement for such purchase and the Buyer to pay the outstanding Deferred Sale Price (subject to the Ibra, if applicable). (27) Governing laws : Laws of Malaysia (28) Provisions on buy-back : Purchase and Cancellation The Issuer or its subsidiaries or its agent(s) may at any time purchase the Sukuk Wakalah in the open market at any price or by way of private treaty. The Sukuk Wakalah purchased by the Issuer or by its subsidiaries or by its agent(s) who is acting for the redemption or purchase shall be cancelled and cannot be resold or reissued. For the avoidance of doubt, the Sukuk Wakalah held by any interested person of the Issuer need not be cancelled but such Sukuk Wakalah held shall not be counted for purposes of voting in a meeting of Sukukholders. For the purpose of this paragraph, interested person shall not apply to the following major shareholders who hold the shares whether directly or indirectly for the benefit of the public: (1) a statutory institution who is managing funds belonging to the general public; (2) a closed end fund, unit trust or investment fund (but excluding an investment holding company); (3) a licensed bank as defined under the Financial Services Act 2013 ( FSA ) or a licensed Page 16 of 18

17 Islamic bank as defined under the Islamic Financial Services Act 2013 ( IFSA ) and a development financial institution as defined under the Development Financial Institutions Act 2002 of Malaysia; and (4) a Takaful/insurance corporation whose activities are regulated by any written law relating to Takaful/insurance and are subject to supervision by BNM and the said Takaful/insurance corporation is managing its Takaful/insurance funds (together with its own shareholders funds or otherwise). For the purposes of this paragraph, insurance fund has the meaning given in Section 2 of the FSA and Takaful fund has the meaning given in Section 2 of the IFSA. Redemption Unless previously redeemed or purchased and cancelled, the Sukuk Wakalah will be redeemed by the Issuer at 100% of their nominal value on their respective maturity date(s). (29) Provisions on early redemption : No provision on early redemption (30) Voting : All matters/resolutions which require the Sukukholders consent/approval under the Sukuk Wakalah Programme shall be carried out on a collective basis. Any Sukuk Wakalah held by the Issuer or any interested person (as defined in the SC's Trust Deeds Guidelines revised on 12 July 2011 and effective 12 August 2011) ("Trust Deeds Guidelines")) of the Issuer shall not be counted for the purpose of voting, subject to the exceptions set out in the Trust Deeds Guidelines. (31) Permitted investments (32) Ta'widh (for sukuk) : No permitted investments : In the event the Investment Wakeel fails to distribute or delays in the distribution of: (a) in relation to the Sukuk Wakalah issued without Periodic Distribution, any realised one-off distribution; or (b) in relation to the Sukuk Wakalah issued with Periodic Distribution, any realised Periodic Distribution, and/or the Obligor fails to pay or delays in the payment of any amounts due and payable to the Sukukholders under the Sale Agreement pursuant to the Trustee s exercise of the Purchase Undertaking and/or the Buyer fails to pay or delays in the payment of any of the Deferred Sale Price, the Investment Wakeel and/or the Obligor and/or the Buyer shall pay to the Trustee (acting on behalf of the Sukukholders) Ta widh (compensation) on such failure to pay or delay in payment, at the rate and in the manner prescribed by the SAC from time to time. (33) Ibra' (for sukuk) : Ibra refers to an act of releasing absolutely or conditionally one s rights and claims on any obligation against another party which would result in the latter being discharged of his/its obligations or liabilities towards the former. The release may be either partially or in full. The Sukukholders in subscribing or purchasing the Sukuk Wakalah agree to grant Ibra on the Deferred Sale Price, upon the declaration of a Dissolution Event. The Ibra for redemption upon declaration of a Dissolution Event shall be calculated as follows: (i) in the case of Sukuk Wakalah with periodic distributions and issued at a discount, par or premium: the unearned Expected Periodic Distribution Amount; (ii) in the case of Sukuk Wakalah without periodic distributions and issued at a discount: the unearned discounted amount. The Ibra shall be calculated from the Dissolution Declaration Date up to the relevant Scheduled Page 17 of 18

18 Dissolution Date. For the avoidance of doubt, Ibra will be applicable to the Commodity Murabahah Investment portion of the Wakalah Investments i.e. the Deferred Sale Price only. For the avoidance of doubt, any double counting shall be disregarded. The Buyer shall pay the Redemption Amount (as defined herein) on the Dissolution Declaration Date as determined by the Facility Agent pursuant to its obligation to pay the Deferred Sale Price. Redemption Amount is the amount equivalent to the Deferred Sale Price determined at the issue date less the aggregate of Periodic Distributions and nominal value paid (if any) prior to the Dissolution Declaration Date less the Ibra (if any). (34) Kafalah (for sukuk) : Not applicable Page 18 of 18