: U. : 7 January 1997, Malaysia

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1 PUNCAK NIAGA HOLDINGS BERHAD ( PNHB ) 5-YEAR REDEEMABLE CONVERTIBLE SECURED SUKUK IJARAH ( PROPOSED CONVERTIBLE SUKUK IJARAH ISSUE ) The summary of terms and conditions herein is provided for ease of reference only and is subject, in all respects, to formal documentation to be entered into in connection with the Proposed Convertible Sukuk Ijarah Issue. BACKGROUND INFORMATION (a) Issuer (i) Name : Puncak Niaga Holdings Berhad ( PNHB ) (ii) Address : 10 th Floor, Wisma Rozali No. 4, Persiaran Sukan Seksyen Shah Alam Selangor Darul Ehsan (iii) (iv) Business registration no. Date and place and place of incorporation : U : 7 January 1997, Malaysia (v) Date of listing : 8 July 1997 (vi) Status : Resident controlled company Bumiputra controlled company (vii) Principal activities : The Group is primarily engaged in the treatment and distribution of treated water to consumers in the State of Selangor, the Federal Territories of Kuala Lumpur and Putrajaya, and in the People s Republic of China. During the preceding financial year, the Group s principal activities diversified to the provision of marine spread, onshore and offshore services and engineering works for the oil and gas sector. Group is defined as the Issuer together with its subsidiaries and associate companies in which the Issuer holds 20% or more of the issued capital of the 1

2 relevant companies. The principal activity of the PNHB is investment holding. (viii) Board of directors (as at 30 August 2012) (ix) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders (as at 30 August 2012) Substantial shareholders YBhg Tan Sri Rozali Ismail Central Plus (M) Sdn Bhd Corporate Line (M) Sdn Bhd Employees Provident Fund Board : 1. YBhg Tan Sri Rozali Bin Ismail 2. YBhg Dato' Hashim Bin Mahfar 3. YBhg Dato' Ruslan Bin Hassan 4. YBhg Dato' Ir Lee Miang Koi 5. YBhg Dato' Syed Danial Bin Syed Ariffin 6. YBhg Tan Sri Dato' Hari Narayanan A/L Govindasamy 7. YBhg Tan Sri Dato' Seri Dr Ting Chew Peh 8. YAM Tengku Dato' Rahimah Binti Almarhum Sultan Mahmud 9. YBhg Tan Sri Dato' Ahmad Fuzi Bin Haji Abdul Razak 10. Mr Ng Wah Tar : No. of Shares ( 000) Direct No. of % held (1) Shares ( 000) Indirect % held (1) 1, ,037 (2) (2) 17, ,739 3) (3) ,100 (3) (3) 1, ,918 (4) 5.36 (4) 2

3 Lembaga Haji Notes: Tabung 26, (1) Excluding the 2,036,800 PNHB Shares held as treasury shares as at 30 August (2) Deemed interest by virtue of 100% equity interest each in Central Plus (M) Sdn Bhd and Corporate Line (M) Sdn Bhd of which 92.5% is held in his own name and 7.5% is held in his children's names, respectively. (3) Held in nominee name(s). (4) Shares held and managed by portfolio managers. (x) Authorised and paidup capital (as at 30 August 2012) : Authorised capital RM1,300,000, comprising of 1,300,000,000 PNHB shares of par value of RM1.00 per share Paid-up capital RM411,142, comprising of 411,142,895 PNHB shares of par value of RM1.00 per share of which 2,036,800 PNHB shares are held as treasury shares. 3

4 PRINCIPAL TERMS AND CONDITIONS (a) Names of parties involved in the proposed transaction (where applicable) (i) Principal Adviser(s)/ Lead Arranger(s) : Hong Leong Investment Bank Berhad (Formerly known as MIMB Investment Bank Berhad) ( HLIB ) (ii) Arranger(s) : Not applicable (iii) Valuers : Not applicable (iv) Solicitors for : Principal Adviser(s)/ Lead Arranger(s) Issuer Adnan Sundra & Low Not applicable (v) Financial Adviser : Not applicable (vi) Technical Adviser : Not applicable (vii) Guarantor : Not applicable (viii) Trustee : PB Trustee Services Berhad (ix) Facility Agent : HLIB (x) Primary Subscriber(s) (under a bought-deal arrangement) and Amount subscribed : HLIB or such other institutions to be arranged by the Lead Arranger (if applicable) (xi) Underwriter(s) and amount underwritten : Not applicable (xii) Shariah adviser : Hong Leong Islamic Bank Berhad ( HLISB ) (xiii) Central Depository : Bank Negara Malaysia ( BNM ) (xiv) Paying Agent : BNM (xv) Reporting Accountant : KPMG 4

5 (xvi) Calculation agent : HLIB (xvii) Others (a) Lead Manager : HLIB and/or such other institutions to be arranged by the Lead Arranger (b) Security Trustee : PB Trustee Services Berhad (b) Facility Description : Redeemable Convertible Secured Sukuk Ijarah ( Convertible Sukuk Ijarah ) shall be issued under the principle of Ijarah, which are convertible into newly issued and fully paid ordinary shares of PNHB ( New PNHB Shares ) to be listed on the Main Market of Bursa Malaysia Securities Berhad ( Bursa Securities ), subject to the terms stipulated herein. 1. The Trustee, on behalf of the investors of the Convertible Sukuk Ijarah ( Convertible Sukuk Ijarah Holders ), shall purchase certain Shariah compliant leasable asset(s) ( Lease Asset ) from the Issuer (in such capacity as the Seller ) by way of transfer of the beneficial ownership at the asset purchase price ( Asset Purchase Price ) pursuant to the asset purchase agreement ( Asset Purchase Agreement ). In the event that the Lease Asset are owned by PNHB s subsidiary(ies) ( Asset Owner ), the Lease Asset shall be transferred from the said subsidiary(ies) to PNHB by way of Hibah (gift) before the relevant sale and purchase agreements are executed between PNHB and the Trustee, on behalf of the Convertible Sukuk Ijarah Holders. 2. Subsequently, the Issuer shall issue the Convertible Sukuk Ijarah to the Convertible Sukuk Ijarah Holders to evidence the proceeds received from the Convertible Sukuk Ijarah Holders to acquire the Lease Asset. This will represent the Convertible Sukuk Ijarah Holders undivided and proportionate beneficial ownership and interest over the Lease Asset. The Asset Purchase Price will be equivalent to the Convertible Sukuk Ijarah proceeds. The Convertible Sukuk Ijarah proceeds shall be utilised by the Trustee to pay the Asset Purchase Price to the Issuer under the Asset 5

6 Purchase Agreement. The value of the Lease Asset shall be in compliance with the asset pricing requirements under the Islamic Securities Guidelines (Sukuk Guidelines) as may be replaced, substituted, amended or revised from time to time ( Asset Pricing Requirements ). The Lease Asset may not necessarily be free from encumbrances and may be subject to an existing lease arrangement and where an existing lease arrangement exists, a notice is to be served to the existing lease arrangement parties that the Lease Asset is to be used in the Convertible Sukuk Ijarah. If any of the Lease Asset are encumbered, relevant consents shall be obtained to allow the Lease Asset to be used in the Convertible Sukuk Ijarah subject to the existing encumbrances. Therefore, the existing encumbrances by the existing chargee ( Existing Chargee ) shall subsist. The Issuer as Seller shall declare a trust ( Declaration of Trust ) over the Lease Asset and any other related items, which shall include the present and future rights and interest in the Ijarah Agreement and the Purchase Undertaking (as defined hereunder) (collectively the Ijarah Trust Assets ) in favour of the Trustee, for the benefit of the Convertible Sukuk Ijarah Holders. The Convertible Sukuk Ijarah Holders shall therefore have undivided and proportionate beneficial ownership and interest over the present and future rights in the Ijarah Trust Assets. 3. The Trustee (on behalf of the Convertible Sukuk Ijarah Holders) (in such capacity as the Lessor ) shall then enter into an agreement(s) with the Issuer to lease the Lease Asset to the Issuer (in such capacity as the Lessee ) ( Ijarah Agreement ) for a pre-determined rental amount and lease period from the date of the issuance of the Ijarah Agreement up to the maturity of the Convertible Sukuk Ijarah ( Lease Period ) pursuant to the Ijarah Agreement. The pre-determined rental amount ( Rental ) shall be deposited three (3) business days before each 6

7 Periodic Distribution (as defined hereunder) date whereby the amount shall be equivalent to (i) the aggregate of the profit rate of the outstanding Convertible Sukuk Ijarah and the outstanding nominal value of the Convertible Sukuk Ijarah of the corresponding period (where applicable). In the event that the Convertible Sukuk Ijarah Proceeds (as defined hereunder) are utilised to repay the principal amount of Credit Facilities (as defined hereunder) and the conditions set out in the KGL Sukuk Sinking Fund Account (as defined hereunder) are complied with, the Rental shall be the profit rate of the Convertible Sukuk Ijarah only. The amount built up in the KGL Sukuk Sinking Fund Account shall form part of the Rental at the maturity of the Convertible Sukuk Ijarah to meet the Convertible Sukuk Ijarah outstanding nominal amount. As such, the Rental to be collected every six (6) monthly shall be the profit rate of the Convertible Sukuk Ijarah only. 4. The Issuer (in such capacity as the Obligor ) shall grant a purchase undertaking to the Trustee (for the benefit of the Convertible Sukuk Ijarah Holders), under which the Issuer shall purchase the relevant Lease Asset from the Trustee (acting on behalf of the Convertible Sukuk Ijarah Holders) at the relevant Exercise Price ( Purchase Undertaking ) for the relevant Convertible Sukuk Ijarah on the earlier of: (a) the maturity date of the relevant Convertible Sukuk Ijarah ( Maturity Date ); or (b) the declaration of Event(s) of Default. Exercise Price is equivalent to the aggregate of the outstanding nominal value of the Convertible Sukuk Ijarah payable, any outstanding Periodic Distributions and Ownership Expenses (as defined hereunder). 5. Under the terms of a servicing agency agreement ( Servicing Agency Agreement ), the Issuer as the Lessee shall be appointed as the servicing agent ( Servicing Agent ) by the Trustee as Lessor (on behalf of the Convertible Sukuk Ijarah 7

8 Holders) and will, amongst other things, be responsible, on behalf of the Lessor, for the performance and/or maintenance and/or structural repair of the Lease Asset and/or the related payment and/or ownership expenses in respect of the Lease Asset ( Ownership Expenses ), which are to be reimbursed by the Trustee (on behalf of the Convertible Sukuk Ijarah Holders) to the Issuer upon the payment of the Exercise Price pursuant to the Purchase Undertaking. This amount may be set-off against the Exercise Price. The Servicing Agent shall also ensure that the takaful/insurance for the Lease Asset is sufficient for a covered/insured amount at all times and shall be responsible for the related payment of the relevant takaful contribution or insurance premium. 6. Pursuant to a substitution undertaking ( Substitution Undertaking ) (as defined hereunder), the Issuer shall also have the right to substitute all or part of the Lease Asset from time to time throughout the tenure of the Convertible Sukuk Ijarah or upon the occurrence of a Total Loss Event (as defined hereunder) with qualified assets approved by the Shariah Adviser ( Substitute Lease Asset ). The Substitute Lease Asset shall form part of the Lease Asset and thereby form part of the Ijarah Trust Assets. The Substitute Lease Asset may not necessarily be free from encumbrances and may be subject to an existing lease arrangement and where an existing lease arrangement exists, a notice is to be served to the existing lease arrangement parties that the Substitute Lease Asset is to be used in the Convertible Sukuk Ijarah. If any of the Substitute Lease Asset are encumbered, relevant consents shall be obtained to allow the Substitute Lease Asset to be used in the Convertible Sukuk Ijarah subject to the existing encumbrances. Therefore, the existing encumbrances by the existing chargee shall subsist. The Substitution Undertaking is given by the Issuer to the Trustee. The Issuer may exercise the Substitution Undertaking in events of (a) Total Loss Event or (b) receipt of liquidation notice (letter of 8

9 demand) of the Lease Asset from the Existing Chargee or (c) at its own accord, to substitute the Lease Asset with a Substitute Lease Asset of equal or higher value than the Asset Purchase Price. The substitution is to be completed within thirty (30) days, or such other period as may be agreed between the Issuer and the Trustee but in any case not later than 5 days before the end of the liquidation notice (letter of demand) period in the case of event (b) above. The Trustee may also exercise the Substitution Undertaking in events of (a) and/or (b) above if the Issuer did not exercise the Substitution Undertaking. In the event of (b) above, the substitution is to be completed before the liquidation. For avoidance of doubt, the Convertible Sukuk Ijarah Holders may only exercise its Conversion Rights after the substitution of the Lease Asset. In the event the Lease Asset is affected by a Total Loss Event, the Lessor shall receive takaful/insurance proceeds from the respective takaful/insurance providers. If the Lease Asset is free from any encumbrances, the takaful/insurance proceeds shall be paid directly to the Lessor to replace the Lease Asset by way of the Lessor purchasing an asset from the Issuer. However, if the Lease Asset is charged to the Existing Chargee, the Lessor acknowledges and agrees that the proceeds from takaful/insurance shall be used to pay the outstanding debt to the Existing Chargee and the Lessor as the asset owner shall then have the right to recover the amount from the Issuer. Where the takaful/insurance proceeds (if any) and the amount recovered (if any) from the Issuer by the Lessor (for allowing the takaful/insurance proceeds to be used to pay the outstanding amount to the Existing Chargee) are insufficient to cover the amount equivalent to the Exercise Price in any of the above situations, the Servicing Agent shall irrevocably and unconditionally undertake to make good the difference pursuant to the terms of the Servicing Agency Agreement. Any excess from the takaful/insurance proceeds shall be paid to the Servicing Agent as an incentive fee. The 9

10 takaful/insurance proceeds (if any), the amount recovered (if any) by the Lessor from the Issuer plus amounts paid by the Servicing Agent (if any) under the Servicing Agency Agreement received shall then be used to purchase a new asset as the Substitute Lease Asset. Hence, the Ijarah Agreement will continue.. In the event the Lease Asset affected by a liquidation event as per (b) above is not substituted by another qualified asset by the Issuer, the Ijarah Agreement will be terminated accordingly via the declaration of an Event of Default. In the event the Lease Asset affected by a Total Loss Event is not substituted by another qualified asset via the purchase of a new asset from the takaful/insurance proceeds received (if any), the amount recovered (if any) from the Issuer by the Lessor and the amount paid by the Servicing Agent (if any), the Ijarah Agreement will be terminated accordingly via the declaration of an Event of Default. Upon the declaration of an Event of Default, the Lessor/Trustee may apply an amount equivalent to the Exercise Price to:- (a) redeem the Convertible Sukuk Ijarah; or (b) facilitate the exercise of Conversion Rights by the Convertible Sukuk Ijarah Holders. The individual Convertible Sukuk Ijarah Holders at its sole discretion may decide to receive the cash (from the redemption under item (a)) or receive the New PNHB Shares (under item (b)) above within thirty (30) days from the date of declaration of an Event of Default. Upon the occurrence of a Total Loss Event and prior to the completion of the substitution of the Lease Asset, a lease rental notice will be issued to the Lessee to notify the suspension of rental during the period. However, rental paid (if any) during the period pending the completion of the substitution will be considered as an advance rental for the new lease period that comes into effect once the Lease Asset is been substituted. Thus, Periodic Distribution is not affected. In the event of failure to substitute an asset within the stipulated substitution period which resulted in an Event of Default, the 10

11 amount equivalent to the Exercise Price to be paid shall be reduced by any advance rental received. Total Loss Event is the total loss or destruction of, or damage to the whole and/or part of the Lease Asset of the Ijarah Agreement or any event or occurrence that renders the whole and/or part of the Lease Asset permanently unfit for any economic use and the repair or remedial work in respect thereof is wholly uneconomical. 7. Upon full settlement of the Exercise Price pursuant to the Purchase Undertaking, the Ijarah Agreement will be terminated and the trust created under the Declaration of Trust will also be subsequently dissolved and neither the Trustee nor the Convertible Sukuk Ijarah Holders shall thereafter have further rights and/or obligations to the Ijarah Trust Assets. Upon the purchase of the Lease Asset from the Trustee on full redemption of the Convertible Sukuk Ijarah, PNHB shall Hibah back the Lease Asset to its subsidiary(ies). 8. Pursuant to Exchange Right Undertaking ( Exchange Right Undertaking ) in favour of the Trustee (acting on behalf of the Convertible Sukuk Ijarah Holders) wherein PNHB undertakes to give the Trustee (acting on behalf of the Convertible Sukuk Ijarah Holders) the right to convert their ownership, rights and interest in the Lease Asset with fully paid New PNHB Shares at any time during the Conversion Period at the relevant Conversion Price. The contribution of the Lease Asset by the Convertible Sukuk Ijarah Holders to the business of the Issuer (via the conversion of sukuk into New PNHB Shares will lead to shirkah al-`aqd (Joint ownership) in the business of the Issuer. Consequently, the Convertible Sukuk Ijarah Holders will be shareholders in PNHB and shall be ranked pari passu with the existing shareholders. On the other hand, the Issuer and the remaining Convertible Sukuk Ijarah Holders (who have not converted their sukuk) will own the Lease Asset on shirkah al-milk (co-ownership) basis. 11

12 In a Total Loss Event and where such amount of takaful/ insurance proceeds, the amount recovered by the Lessor from the Issuer and the amount paid by the Servicing Agent belonging to the Convertible Sukuk Ijarah Holders whom have elected to exercise their Conversion Rights, their contribution into the business of the Issuer will also lead to shirkah al-`aqd in the business of the Issuer. The conversion of the Convertible Sukuk Ijarah partially or fully into the fully paid New PNHB Shares by Convertible Sukuk Ijarah Holders (where it involves the Lease Asset) is construed as contribution of capital-in-kind into the business of PNHB. The right of conversion into the fully paid New PNHB Shares (where it involves the Lease Asset) is not intended for passing back the asset to the original owner but is meant for capital contribution in the form of capital-in-kind into the business of PNHB. The right of other nonconverted Convertible Sukuk Ijarah Holders remains as haq al-musya' (undivided ownership right over the Lease Asset and entitlement to the Rental) with the Issuer and shall be redeemed at maturity. The Convertible Sukuk Ijarah is convertible at the Convertible Sukuk Ijarah Holders discretion immediately after the Issue Date (as defined hereunder) of the Convertible Sukuk Ijarah and up to the maturity date of the Convertible Sukuk Ijarah (save and except in the event of a substitution of the Lease Asset under the Substitution Undertaking). The ownership of the Convertible Sukuk Ijarah Holders in the Lease Asset will lapse and the respective Convertible Sukuk Ijarah shall be cancelled once converted into the New PNHB Shares. Please refer to Annexure 1 for the diagram and transaction structure, (c) (d) Issue/programme size Tenure of issue/sukuk programme (or facility) : Up to RM165.0 million nominal value : 5 years from the Issue Date ( Maturity Date ) 12

13 (e) Availability period of sukuk programme (or facility) : Not applicable. (f) Profit rate : Fixed rate to be determined prior to issuance. (g) Profit frequency : The payment of the profit rate shall be in arrears on a semi-annual basis ( Periodic Distribution ) prior to conversion of the Convertible Sukuk Ijarah. (h) Profit basis : The Periodic Distribution will be calculated on the basis of a year of 365 days and the actual number of days elapsed during the tenure of the Convertible Sukuk Ijarah, in accordance with MyClear Rules and Procedures (as defined hereunder). (i) Security/collateral (if any) : The Convertible Sukuk Ijarah shall be secured in favour of the Security Trustee for the benefit of the Convertible Sukuk Ijarah Holders, inter-alia, by the following:- 1. First legal charge over the shares of the Acquired Assets and/or any other securities arrangement(s) in relation to the Acquired Assets (as defined hereunder) as may be mutually agreed upon between the Issuer and Convertible Sukuk Ijarah Holders; 2. Assignment (in relation to dividends declared) and charge (in relation to future dividends received) over the dividends in respect of the Issuer s rights, benefits and entitlements to any dividends from the Acquired Assets (if applicable); 3. First legal charge over the Designated Accounts (as defined hereunder); 4. In the event the Convertible Sukuk Ijarah Proceeds (as defined hereunder) are utilised to repay the principal amount of the Credit Facilities (as defined hereunder), the existing securities (including all monies held as security under the Credit Facilities (save for the assignment and charge over KGL s 13

14 designated collection account)) shall be charged to the Convertible Sukuk Ijarah, including but not limited to the following: (i) Third party first fixed charge over a pipe laying derrick barge known as DLB 264 by KGL Ltd. ( KGL ); (ii) Assignment over all lease payments from DLB 264 by KGL; (iii) Debenture over all present and future assets of KGL; (iv) Assignment of all rights, benefits and interest under all insurance/takaful in respect of DLB 264; (v) First legal charge over the KGL Sukuk Collections Account and KGL Sukuk Sinking Fund Account (as defined hereunder); In such event, the existing assignment and charge over KGL s designated collection account shall be discharged and the monies contained therein shall be transferred to the KGL Sukuk Collections Account; and 5. Any other security arrangement(s) to be advised by the Solicitor and agreed upon by the Issuer. In the event that the Issuer fails to obtain the relevant consents from its existing lenders/financiers for purposes of the Convertible Sukuk Ijarah prior to the creation of the relevant securities, the Issuer and the Lead Arranger shall negotiate on an alternative security package and such new security package shall be notified to the Securities Commission. 14

15 (j) Details on utilisation of proceeds : The proceeds of the Convertible Sukuk Ijarah ( Convertible Sukuk Ijarah Proceeds ) shall be utilised as follows: (k) Sinking fund and designated accounts (if any) 1) Acquisition of shares in Shariah compliant identified companies and/or such other Shariah compliant acquisitions ( Acquired Assets ) and/or payment of existing bank facilities of the group in full/partial and/or for working capital purposes, subject to mutual agreement between the Issuer and Convertible Sukuk Ijarah Holders; and/or 2) Advanced to KGL in a Shariah compliant and interest-free manner for the purpose of repaying the principal amount of the Credit Facilities which were granted by Hong Leong Bank Bhd ( HLBB ) and OCBC Bank (M) Bhd ( OCBC ) ( Credit Facilities ). In the event that no acceptable Acquired Assets is found within twenty four (24) months from the date of issuance of the Convertible Sukuk Ijarah, proceeds from the Convertible Sukuk Ijarah must be utilized for the purpose of repaying the principal amount under the Credit Facilities. The utilisation of the Convertible Sukuk Ijarah Proceeds shall be for Shariah compliant purposes only and will further be endorsed by the Shariah Adviser prior to each utilisation. KGL is a wholly-owned subsidiary of Puncak Oil & Gas Sdn Bhd, which in turn is wholly-owned by the Issuer. The Issuer shall open and maintain the following designated Shariah compliant accounts with a financial institution acceptable to the Security Trustee: (i) Escrow Account ( EA ); (ii) Ijarah Rental Account ( IRA ); and (iii) Finance Service Reserve Account ( FSRA ). In the event the Convertible Sukuk Ijarah Proceeds are utilised to repay the principal amount of the Credit Facilities, KGL shall open and maintain the following designated Shariah compliant accounts with a 15

16 financial institution acceptable to the Security Trustee: (i) KGL Sukuk Collections Account; and (ii) KGL Sukuk Sinking Fund Account (Collectively, the EA, IRA, FSRA, KGL Sukuk Collections Account and KGL Sukuk Sinking Fund Account shall be known as the Designated Accounts ) Escrow Account The EA shall be solely operated by the Security Trustee for the following purposes:- 1. Deposit of the proceeds from the issuance of the Convertible Sukuk Ijarah which may be withdrawn for purposes of utilisation under item (j)(1) and (j)(2). 2. All dividends or any other monies deriving from the Acquired Assets (if applicable) shall be deposited into the Escrow Account. The said dividends and monies may be withdrawn by the Issuer subject to (a) all obligations of the Issuer under the Convertible Sukuk Ijarah being met; (b) compliance of FSRA Covenant (defined hereunder) before and following the said withdrawal; and (c) no Events of Default have occurred or will occur following the said withdrawal. 3. An amount which is equivalent to the difference as of 12 February 2015 between the credit balance in the Escrow Account and the outstanding nominal amount of the Convertible Sukuk Ijarah has been deposited into the Escrow Account ( Cash Amount 1 ). The Cash Amount 1 shall be maintained in the Escrow Account at all times for so long as any Convertible Sukuk Ijarah is outstanding. Ijarah Rental Account ( IRA ) The IRA shall be solely operated by the Security Trustee for the purpose of depositing the Rental. The monies in the IRA shall be applied to meet payment obligations under the Convertible Sukuk Ijarah as and 16

17 when due. Funds may be withdrawn for transfer into the FSRA to meet the FSRA Covenant and KGL Sukuk Sinking Fund Account to meet the KGL Sinking Fund Covenant. Finance Service Reserve Account ( FSRA ) The FSRA shall be solely operated by the Security Trustee for the purpose of depositing and maintaining a minimum amount equivalent to the aggregate Convertible Sukuk Ijarah s Periodic Distribution for the next six (6) months. An amount which is equivalent to the total Periodic Distribution payable under the Convertible Sukuk Ijarah for the remaining tenure of all outstanding Convertible Sukuk Ijarah calculated as of 12 February 2015 has been deposited into the FSRA. The monies in the FSRA shall only be applied to meet payment obligations under the Convertible Sukuk Ijarah upon a shortfall in the IRA. If the monies in the FSRA are utilised in the event of a shortfall in the IRA, the FSRA Covenant shall subsequently be fulfilled within seven (7) business days. The initial amount of the minimum amount equivalent to the aggregate Convertible Sukuk Ijarah s Periodic Distribution for the next six (6) months shall be built up progressively from the first issuance on a monthly basis (i.e. 1/5) for the first 5 months. For avoidance of doubt, the initial minimum amount equivalent to the first aggregate Convertible Sukuk Ijarah s Periodic Distribution shall be satisfied at least fifteen (15) calendar days before the first Periodic Distribution date. KGL Sukuk Collections Account In the event the Convertible Sukuk Ijarah Proceeds are utilised to repay the principal amount of the Credit Facilities, KGL shall open and maintain the KGL Sukuk Collections Account in Shariah compliant account with a financial institution acceptable to the Security Trustee which shall be solely operated by the Security Trustee for the following purposes: 17

18 (i) Transfer of all monies from KGL s designated collection account held under the Credit Facilities; (ii) Deposit of all earnings (including but not limited to charter proceeds, mobilization and demobilization proceeds), insurance/takaful proceeds and monies from the sale of DLB 264. (iii) Funds may be withdrawn for transfer into the FSRA to meet the FSRA Covenant and KGL Sukuk Sinking Fund Account to meet the KGL Sinking Fund Covenant. (iv) Subject to FSRA Covenant and KGL Sinking Fund Covenant (defined hereunder) being fulfilled, KGL may withdraw the funds for KGL s operating expenses and dividend payments. The amount of dividends withdrawn shall not be more than the net profits of KGL for the corresponding financial year. For the avoidance of doubt, KGL shall not be entitled to declare any dividend in specie during the tenure of the Convertible Sukuk Ijarah. For any payment of dividends in the form of cash, it shall be subject to compliance of the FSRA Covenant and KGL Sinking Fund Covenant save for any declaration of dividends which will be netted-off against any amounts owing by the relevant shareholder(s) to KGL, which shall not be subject to the above financial covenants. KGL Sukuk Sinking Fund Account In the event the Convertible Sukuk Ijarah Proceeds are utilised to repay the principal amount of the Credit Facilities, KGL shall open and maintain the KGL Sukuk Sinking Fund Account with a financial institution acceptable to the Security Trustee which shall be solely operated by the Security Trustee for the purpose of depositing and maintaining the Minimum Required Amount ( KGL Sinking Fund Covenant ). The Minimum Required Amount is defined as the amount equivalent to the following proportion of the Convertible Sukuk Ijarah outstanding nominal amount 18

19 to be built progressively as follows: Month(s) from Issue Date Required balance as % of Convertible Sukuk Ijarah outstanding nominal amount 18 12% 24 24% 30 36% 36 48% 42 60% 48 72% 54 84% % For the avoidance of doubt, the respective deadlines for complying with the Minimum Required Amount shall fall on a Periodic Distribution payment day for month 18 to 54. For month 60, the Minimum Required Amount shall be deposited and maintained at least three (3) business days before the Maturity Date. All monies held in the Designated Accounts may be utilised for investments in Permitted Investments and shall be remitted to the respective Designated Accounts at least three (3) business days before the next payment obligation of the Issuer is due and payable. Permitted Investments shall mean: (i) Islamic securities guaranteed by the Government of Malaysia; (ii) Mudharabah, wadiah and other deposits under Shariah principles with a bank licensed under the Banking and Financial Institutions Act 1989 ( BAFIA ) with a minimum long term rating of at least AA and short term rating of P1 by RAM Rating Services Berhad ( RAM ) or its equivalent approved rating agencies; (iii) Islamic accepted bills and other money market instruments issued by a bank licensed under BAFIA with a minimum long term rating of at least AA and short term rating of P1 by RAM or its equivalent approved rating agencies; or (iv) Islamic treasury bills, money market instruments and other debt instruments issued under Shariah principles by the Government. 19

20 The Permitted Investments shall comprise investment products approved by the Securities Commission s Shariah Advisory Council ( SAC ) or Bank Negara Malaysia s ( BNM ) SAC. (l) Rating : The Convertible Sukuk Ijarah are exempted from the rating requirement pursuant to paragraph 10.09(c) of the Islamic Securities Guidelines as this is a convertible sukuk issue whereby: - (i) (ii) Convertible Sukuk Ijarah Holders are given the right to convert into the underlying shares at anytime during the tenure of the Convertible Sukuk Ijarah; and The underlying shares shall be listed on Bursa Securities. (m) Mode of issue : The Convertible Sukuk Ijarah will be issued on a book building and/or bought deal and/or private placement without prospectus. Issuance of the Convertible Sukuk Ijarah shall be in accordance with MyClear Rules and Procedures (as defined hereunder), subject to such exemptions (if any) granted from time to time. (n) Selling restriction, including tradability (i.e. tradable or nontradable) : Selling Restrictions at Issuance The Convertible Sukuk Ijarah shall not be offered, sold, transferred or otherwise disposed, directly or indirectly in Malaysia other than to persons falling within any of the categories of persons or in the circumstances specified under: (i) Schedule 6 (or Section 229(1)(b)); or (ii) Schedule 7 (or Section 230(1)(b)); read together with (iii) Schedule 9 (or Section 257(3)) of the Capital Markets and Services Act, 2007 ( CMSA ), as amended from time to time. Selling Restrictions After Issuance The Convertible Sukuk Ijarah shall not be offered, sold, transferred or otherwise disposed directly or indirectly in Malaysia other than to persons falling within any of the categories of persons or in the circumstances specified under: 20

21 (i) Schedule 6 (or Section 229(1)(b)); read together with (ii) Schedule 9 (or Section 257(3)) of the CMSA, as amended from time to time. The Convertible Sukuk Ijarah is tradable and transferable. (o) Listing status and types of listing : The Convertible Sukuk Ijarah will not be listed on any exchange. (p) Other regulatory approvals in relation to the issue, offer or invitation and whether or not obtained : Not applicable. (q) Conditions precedent : For the Issuance of the Convertible Sukuk Ijarah To include but not limited to the following (all of which shall be in the form and substance acceptable to the Lead Arranger): 1. All relevant legal documentation in relation to the Proposed Convertible Sukuk Ijarah Issue and the securities ( Issue Documents ) have been signed and, where applicable, stamped or endorsed as exempted from stamp duty under the relevant legislation and presented for registration; 2. Certified true copies of the Certificate of Incorporation and the Memorandum and Articles of Association of the Issuer; 3. Certified true copies of the latest Forms 24, 44 and 49 of the Issuer; 4. A certified true copy of a board resolution of the Issuer authorising, among others, the issuance of the Convertible Sukuk Ijarah and the execution of the Issue Documents; 5. A list of the Issuer authorised signatories and their respective specimen signatures; 6. A report of the relevant company search of the Issuer and security parties from the Companies Commission of Malaysia; 7. A report of the relevant winding up search of the 21

22 Issuer evidencing that the Issuer is not wound up and that no winding up order has been made against the Issuer; 8. Opening of the EA, IRA and FSRA and the corresponding certified true copies of the board resolution of the Issuer, authorizing the opening of the said accounts and the Security Trustee as the sole signatory for the said accounts; 9. An undertaking from the Issuer to utilise all their board and shareholders voting rights in SYABAS to procure the transfer and registration of the 16,800,000 shares in SYABAS in the name of the Security Trustee or any third party as advised by the Security Trustee at any time on or after the occurrence of an event of default; 10. A resolution by the board of directors of PNSB to acknowledge the charge of PNSB shares and to approve the registration of the charged shares to the Security Trustee or any third party upon enforcement; 11. All relevant approvals/consents required for the Convertible Sukuk Ijarah, including but not limited to the relevant regulatory authorities and the existing lenders/financiers of the Issuer; 12. Receipt of the Shariah certification from the Shariah Adviser that the structure and mechanism of the Convertible Sukuk Ijarah s Issue Documents are in compliance with the applicable Shariah principles; 13. Reporting Accountant s report confirming that the Issuer s latest audited accounts and pro-forma accounts shall be in compliance with the SC's SAC Shariah screening methodology (SC Shariah Screening Methodology) for companies listed on Bursa Securities as may be replaced, substituted, amended or revised from time to time ( SC Shariah Screening Methodology ) in relation to the financial ratio benchmark and a letter from the Issuer confirming that its latest audited accounts and pro-forma accounts shall be in compliance SC Shariah Screening Methodology in relation to the business activity benchmarks; 14. Satisfactory legal due diligence on the Proposed Convertible Sukuk Ijarah Issue shall have been completed and the results thereof and acceptable to the Lead Arranger; 15. A legal opinion from the Solicitors acting for the Lead Arranger addressed to the Lead Arranger 22

23 and the Trustee advising with respect to, among others, the legality, validity and enforceability of the Issue Documents; 16. A written confirmation from the Solicitors acting for the Lead Arranger addressed to the Lead Arranger that all the conditions precedent have been fulfilled; 17. A due diligence opinion from the Solicitors acting for the Lead Arranger addressed to the Lead Arranger in form and substance satisfactory to the Lead Arranger; and 18. Such other conditions precedent as may be deemed necessary by the Solicitors and/or the Lead Arranger. For the utilisation of Convertible Sukuk Ijarah Proceeds to repay the principal amount of the Credit Facilities 1. Certified true copies of the Certificate of Incorporation and the Memorandum and Articles of Association of the security parties; 2. Certified true copies of the latest Forms 24, 44 and 49 of the security parties; 3. A list of the security parties authorised signatories and their respective specimen signatures; 4. A report of the relevant company search of the security parties from the Companies Commission of Malaysia; 5. A report of the relevant winding up search of the Issuer evidencing that the security parties are not wound up and that no winding up order has been made against the Issuer; 6. A certified true copy of a board resolution of the security parties authorising the creation and execution of the relevant security documents; 7. Receipt of a legal opinion from the legal counsel where the vessel is flagged to be addressed to the Security Trustee confirming (a) that DLB 264 is registered with a Port of Registry and classified by a Classification Society, and that vessel has valid license/exemption to operate in Malaysian waters, (b) that the charge over DLB 264 has been validly registered and is enforceable under the relevant laws where the vessel is flagged and (c) that all title/legal requisition relating to DLB 264 and all other searches as may be applicable and required are in good order; 23

24 8. A formal inspection on maintenance records of DLB 264 by an independent valuer of the Security Trustee s choice; 9. Receipt of a certified true copy of the Bareboat Charter Contract made between KGL and GOM Resources Sdn Bhd (Formerly known as Global Offshore Malaysia Sdn Bhd) ( GOM ) in respect of DLB 264 for the tenure of the Petronas Contract. Petronas Contract is defined as the Integrated Transportation and Installation of Offshore Facilities for Year Package A: DLB264 signed between GOM and Petronas Carigali Sdn Bhd; 10. Receipt of a certified true copy of the Technical Services and Collaboration Agreement made between Global Industries Asia Pacific Pte Ltd ( GIAP ) and POG in respect of technical assistance to be provided by GIAP to POG; 11. Opening of KGL Sukuk Collections Account and KGL Sukuk Sinking Fund Account and the corresponding certified true copies of the board resolution of the Issuer, authorizing the opening of the said accounts and the Security Trustee as the sole signatory for the said accounts; 12. Undertaking letter from the Credit Facilities lenders to transfer all monies held as security upon receipt of the redemption sum; 13. Perfection of the relevant security documents; 14. Legal opinion from the Solicitors confirming the legality, validity and enforceability of the security documents; and 15. Such other conditions precedent as may be deemed necessary by the Solicitors and/or the Lead Arranger. (r) Representations and warranties : Representation and warranties will include such representation and warranties customary and standard for an issuance of this nature and shall include, but not limited to the following: 1. The Issuer and the security parties are duly established and validly in existence and has the power and authority to carry out its business; 2. The Issuer and security parties have the power to enter into the Issue Documents and exercise its rights to perform its obligations under the Issue Documents; 3. Entry into and the exercise of the rights and 24

25 obligations of the Issuer and security parties under the Issue Documents do not violate any existing law or regulation; 4. The Issue Documents are valid, binding and enforceable; 5. All necessary actions, authorisations and consents required under the Issue Documents and the Convertible Sukuk Ijarah have been obtained and remain in full force and effect; 6. The audited accounts of the Issuer and security parties are prepared in accordance with generally accepted accounting principles and standards and represent a true and fair view; 7. Save as disclosed by the Issuer and security parties, there is no litigation which would have a Material Adverse Effect (defined hereunder); and 8. Any other representation and warranties as may be advised by the Solicitors acting for the Lead Arranger. (s) Events of default : Events of Default normal for an issuance of this nature as advised by the Solicitors including but not limited to the following: 1. any default in payment of any principal or Periodic Distribution payment under the Convertible Sukuk Ijarah; 2. any representation or warranty made or implied under any provision of the Issue Documents or any information, notice, opinion or certificate or other document delivered pursuant to the terms of the Issue Documents proves to have been incorrect or misleading in any material respect from the date on which the representation or warranty was made or was deemed made; 3. any consent referred to in the Issue Documents is revoked or withheld or modified to the extent that the modification shall have a Material Adverse Effect, or is otherwise not granted or fails to remain in full force and effect; 4. the Issuer and/or any security parties enters into or proposes to enter into, or there is declared by any competent court or authority, a moratorium on the payment of indebtedness or other suspensions of payments generally; 5. any provision of the Issue Documents is or becomes illegal, void, voidable or unenforceable; 6. any step or action is taken for the winding up, 25

26 dissolution or liquidation of the Issuer and/or any security parties (including, without limitation, the presentation of a petition for the winding up against the Issuer and/or any security parties or the making of any order or the passing of any resolution for the winding up, dissolution or liquidation of the Issuer and/or any security parties unless it is contested in good faith and set aside within thirty (30) days); 7. a receiver, manager, liquidator, trustee, administrator or similar officer is appointed in respect of the Issuer and/or any security parties or in respect of all or any part of the respective assets, properties or undertaking of the Issuer and/or any security parties; 8. the Issuer and/or any security parties ceases or threatens to cease to carry on all or a substantial part of its respective business; 9. the Issuer and/or any security parties becomes insolvent or commits an act of insolvency or is unable to pay its debts as they fall due or any final judgment or judgments is or are obtained against the Issuer; 10. the Issuer and/or any security parties stops, suspends or threatens to stop or suspend payment of all or any part of its debts, begins negotiations or takes any proceedings or other steps with a view of readjustment, rescheduling or deferral of all of its indebtedness (or of any part of its indebtedness which it will or might otherwise be unable to pay when due) or proposes or makes a general assignment or any arrangement or composition with or for the benefit of its creditors save for those already disclosed to the Principal Adviser/Lead Arranger; 11. the Issuer and/or any security parties defaults on any other provision of the Issue Documents (other than those as set out in para (1) above) which is not capable of remedy or which, being capable of remedy, is not remedied within such cure period as may be agreed between the Trustee and the Issuer; 12. cross default to other indebtedness of the Issuer and/or any of the security parties; 13. failure to substitute the Lease Asset in a i) Total Loss Event and/or ii) liquidation of the encumbered Lease Asset by the existing creditors or the Substitute Lease Asset by creditors having 26

27 security rights over it; 14. any Material Adverse Effect occurs; 15. any consent, authorisation, license, concession and approval from the relevant authorities granted to the Issuer, security parties and/or any of its subsidiaries for the purposes of their respective business is revoked, expired or suspended for any reason whatsoever and such revocation, expiration or suspension has a Material Adverse Effect; and 16. Any other Events of Default as may be advised by the Solicitor. Material Adverse Effect is defined as any material adverse effect on: (i) the business or condition (financial or otherwise) or results of the operations of the Issuer and/or the security parties or their prospects; (ii) the ability of the Issuer and/or the security parties to perform any of its obligations under any of the Issue Documents; or (iii) the validity or enforceability of the Issue Documents or the right of remedies of the Trustee, Security Trustee, or the Convertible Sukuk Ijarah Holders under the Issue Documents. Upon the declaration of an Event of Default, the Security Trustee may or shall (acting upon the instruction of the Convertible Sukuk Ijarah Holders) enforce the rights accruing to it under the Issue Documents including but not limited to the enforcement the Purchase Undertaking (save and except for failure to substitute the Lease Asset in a i) Total Loss Event and/or ii) liquidation of the encumbered Lease Asset by the existing creditors or the Substitute Lease Asset by creditors having security rights over it where the Purchase Undertaking will not be exercised) under which the Issuer shall purchase the relevant Lease Asset from the Trustee (acting on behalf of the Convertible Sukuk Ijarah Holders) at the relevant Exercise Price for the relevant Convertible Sukuk Ijarah. Upon full settlement of the Exercise Price pursuant to the Purchase Undertaking, the Ijarah Agreement will be terminated and the trust created under the Declaration of Trust will also be subsequently dissolved and neither the Trustee nor the Convertible Sukuk Ijarah Holders shall thereafter have further rights and/or obligations to the Ijarah Trust Assets. 27

28 (t) Covenants (i) Positive Covenants : Positive covenants normal for issuance of this nature as advised by the Solicitors including but not limited to the following: 1. The Issuer will preserve and keep in full force and effect all consents and rights necessary for the conduct of its business; 2. The Issuer will comply with all provisions and perform all its obligations under the Issue Documents; 3. The Issuer shall maintain and/or cause to be maintained such insurances with a licensed insurance company or companies in respect of its assets and business which are to be charged to the Security Trustee under the Security clause above, against all risks which a reasonable company carrying on a business similar to that of the Issuer/relevant parties would normally insure; 4. The Issuer shall promptly comply with all applicable laws including the provisions of the Capital Markets and Services Act, and/or notes, circular, conditions or guidelines issued by the Securities Commission from time to time; 5. The Issuer shall use its best endeavours to maintain or cause the maintenance of the listing of its shares on the Bursa Securities and listed in the Securities Commission s Shariah approved stocks; 6. The Issuer will not later than 180 days after the end of its financial year, furnish to the Trustee one copy of its annual audited financial statements and auditor s certificate confirming that all Financial Covenants have been fulfilled; 7. The Issuer will not later than 60 days after the end of each financial half-year period, furnish to the Trustee one copy of its interim financial statements; and 8. Any other covenants as may be advised by the Solicitor. (ii) Negative Covenants : Negative covenants normal for issuance of this nature as advised by the Solicitors including but not limited to the following: 1. The Issuer shall not (and shall ensure that the 28

29 Acquired Assets shall not) transfer or dispose any significant assets of the Acquired Assets without prior written consent of the Convertible Sukuk Ijarah Holders; 2. The Issuer will not surrender, transfer, assign, relinquish or otherwise dispose of any of its rights and interest under any of the Issue Documents; 3. The Issuer will not enter into any amalgamation, demerger, reconstruction or winding up of itself which may materially affect its ability to perform its obligations under any of the Issue Documents unless it is and will be the surviving legal entity and such amalgamation, demerger, reconstruction is not reasonably expected to result in the occurrence of a Material Adverse Effect; 4. Save for those already approved by its shareholders, the Issuer shall not declare and pay any dividend on any share capital or make any distribution (whether income or capital in nature) to its shareholders if an event of default under the Convertible Sukuk Ijarah has occurred or will occur if such payment is made; and 5. Any other covenants as may be advised by the Solicitor. (iii) Financial Covenants : FSRA Covenant The Issuer shall deposit and maintain a minimum amount equivalent to the aggregate Convertible Sukuk Ijarah s Periodic Distribution payment for the next six (6) months in the FSRA for the purpose of meeting payment obligations under the Convertible Sukuk Ijarah upon a shortfall in the IRA. (iv) KGL Covenants : The KGL Covenants are only applicable in the event of occurrence of item (j)(2) under Details on utilisation of proceeds. KGL Covenants shall consist of covenants normal for issuance of this nature as advised by the Solicitors including but not limited to the following: 1. KGL shall not without prior written consent of the Convertible Sukuk Ijarah Holders incur, assume, guarantee or permit to exist any other indebtedness without the prior written consent of the Convertible Sukuk Ijarah Holders; 2. All future shareholders advances shall be 29

30 subordinated to the Convertible Sukuk Ijarah; 3. Proceeds from any sale of the DLB 264 shall be deposited into the KGL Sukuk Collections Account; 4. There shall be no change in DLB 264 s classification (Class Society) during the tenure of the Convertible Sukuk Ijarah without the prior written consent of the Convertible Sukuk Ijarah Holders (such consent shall not be unreasonably withheld), if applicable; 5. PNHB shall retain its 100% shareholdings in KGL whether directly or indirectly for as long as the tenure of the Convertible Sukuk Ijarah; 6. All earnings (such as charter proceeds, mobilization and demobilization proceeds) of DLB 264 are to be deposited into the KGL Sukuk Collections Account; 7. KGL shall seek the Convertible Sukuk Ijarah Holders consent for any change in registration of DLB 264 to country other than Malaysia; 8. In the event of termination or non-extension of the Petronas Contract, there shall be a replacement contract to the satisfaction of the Convertible Sukuk Ijarah Holders; and 9. Any other covenants as may be advised by the Solicitor. (u) Provisions on buyback and early redemption of bonds : Buy-back The Issuer or any of its subsidiaries or related corporations may at any time buyback the Convertible Sukuk Ijarah at any price in the open market or by private treaty. If buyback are made by tender, such tender must (subject to any applicable rules and regulations) be made available to all holders of the relevant tranche equally. All Convertible Sukuk Ijarah purchased by the Issuer or its subsidiaries shall be cancelled and all Convertible Sukuk Ijarah purchased by other related corporations (other than its subsidiaries) need not be 30

31 (v) Other principal terms and conditions for the issue cancelled but they will not entitle such related corporations to vote under the terms of the Convertible Sukuk Ijarah subject to any exceptions in the Trust Deeds Guidelines. All Convertible Sukuk Ijarah purchased and cancelled shall not be available for reissuance by the Issuer. Early Redemption The Issuer may redeem the Convertible Sukuk Ijarah in whole or in part as may be mutually agreed between the Issuer and the Convertible Sukuk Ijarah Holders by an extraordinary resolution. (i) Issue Date : The Convertible Sukuk Ijarah shall be issued on a date to be mutually agreed upon between the Issuer and HLIB, but in any case the Issue Date shall be within one (1) year from the date of Securities Commission s approval. (ii) Form and denomination : The Convertible Sukuk Ijarah will be issued in bearer form and in denomination and multiples of RM1.00 each in accordance with (1) the Participation and Operation Rules for Payment and Securities Services issued by Malaysian Electronic Clearing Corporation Sdn Bhd ( MyClear Rules ) and (2) the Operational Procedures For Securities Services issued by Malaysian Electronic Clearing Corporation Sdn Bhd ( MyClear Procedures ), or their replacement thereof (collectively referred to as MyClear Rules and Procedures ) applicable from time to time. (iii) Conversion Rights : The Convertible Sukuk Ijarah Holders shall have the right to convert at the Conversion Price all or any part of the Convertible Sukuk Ijarah into fully paid new ordinary shares of PNHB at any time during the Conversion Period (save and except in the event of a substitution of the Lease Asset under the Substitution Undertaking) subject to a notice period of at least thirty (30) days. (iv) Conversion Period : The Convertible Sukuk Ijarah is convertible at the Convertible Sukuk Ijarah Holders discretion 31

32 immediately after the issue date of the Convertible Sukuk Ijarah and up to the maturity date of the Convertible Sukuk Ijarah (save and except in the event of a substitution of the Lease Asset under the Substitution Undertaking). (v) Conversion Price : The conversion price will be at premium of between 10% and 15% to the 5-day weighted average market price of PNHB Shares on the price fixing date, to be determined later which in any case will be prior to the issuance of the Convertible Sukuk Ijarah. The Conversion Price is subject to adjustments pursuant to certain events as set out in the Trust Deed to be entered into (including but not limited to any alteration in the capital structure of the Issuer during the tenure of the Convertible Sukuk Ijarah whether by way of rights issue, bonus issue, or other capitalisation issue, consolidation or subdivision of PNHB Shares or reduction of capital or otherwise howsoever). (vi) Redemption at Maturity (vii) Substitution Undertaking : Unless previously redeemed, converted, purchased and cancelled, the Convertible Sukuk Ijarah shall be redeemed by the Issuer at its nominal value on the Maturity Date. The Substitution Undertaking is given by the Issuer to the Trustee. The Issuer may exercise the Substitution Undertaking in events of (a) Total Loss Event or (b) receipt of notice liquidation of the Lease Asset from the existing creditors or (c) at its own accord, to substitute the Lease Asset with a Substitute Lease Asset of equal or higher value than the Asset Purchase Price. The substitution is to be completed within thirty (30) days or such other extended period as may be agreed by the Issuer and the Trustee but in any case not later than 5 days before the end of the liquidation notice (letter of demand) period in the case of event (b) above. The Trustee may also exercise the Substitution Undertaking in events of (a) and/or (b) above if the Issuer did not exercise the Substitution Undertaking. In the event of (b) above, the substitution is to be completed before the liquidation. For avoidance of 32

33 doubt, the Convertible Sukuk Ijarah Holders may only exercise its Conversion Rights after the substitution of the Lease Asset unless the takaful/insurance proceeds, the amount recovered by the Lessor from the Issuer for the use of the takaful/insurance proceeds to pay outstanding amount owed to the Existing Chargee and/or the amount to be paid by the Servicing Agent pursuant to the Servicing Agency Agreement accumulates to an amount equivalent to the Exercise Price is available and the Convertible Sukuk Ijarah Holders at its sole discretion decide to exercise its Conversion Rights. (viii) Compensation late/default payments ( Ta widh ) for : In the event of overdue payments under the Convertible Sukuk Ijarah, the Issuer shall pay the compensation on such overdue amount at the rate and manner prescribed by the SC s Shariah Advisory Council from time to time in accordance with Shariah. (ix) Status & Ranking : The Convertible Sukuk Ijarah constitute direct, unconditional, unsubordinated and secured obligations of the Issuer ranking pari passu without discrimination, preference or priority among themselves and in priority to all present and future unsecured obligations of the Issuer from time to time (subject to those preferred by law). (x) Status of New PNHB Shares : The New PNHB Shares to be issued pursuant to the conversion of the Convertible Sukuk Ijarah will upon allotment and issue, rank pari passu in all respects with the then existing PNHB Shares in issue except that they will not be entitled to any dividends, rights, allotment or other distributions that may be declared, made or paid prior to the relevant allotment date of the said PNHB Shares. (xi) Winding-up/ liquidation : If prior to the Maturity Date a resolution is passed for a voluntary winding-up of the Issuer then: (a) if such winding-up is for the purpose of reconstruction or amalgamation pursuant to a scheme of arrangement to which the holders of the Convertible Sukuk Ijarah or some person designated by them for such purpose, shall be a party, the terms of such scheme of arrangement if approved by Special Resolution shall be 33

34 binding on all the holders of the Convertible Sukuk Ijarah; and (b) in any other case every holder of the Convertible Sukuk Ijarah shall upon and subject to the Trust Deed at any time within 6 weeks after the passing of such resolution for a members voluntary winding-up of the Issuer deliver to the Issuer a duly completed conversion notice in relation to the Convertible Sukuk Ijarah to elect to be treated as if he had on the last day of the month immediately before the commencement of such winding-up, exercised the Conversion Rights to the extent specified in the conversion notice(s) and had on such date been the holder of the New PNHB Shares to which he would have become entitled pursuant to such exercise and the liquidator of the Issuer shall give effect to such election accordingly. Upon such election taking effect, all Convertible Sukuk Ijarah converted under such election shall cease to carry any Periodic Distribution as from the last day of the month immediately preceding the month in which the Convertible Sukuk Ijarah are converted or deemed converted under this provision. All Conversion Rights which have not been exercised at the date of the passing of such resolution shall lapse and cease to be valid for any purpose. (xii) Taxes : All payments in respect of the Convertible Sukuk Ijarah will be made by the Issuer after deducting or withholding any amount for or on account of any present or future taxes or duties of whatsoever nature imposed or levied by the Government of Malaysia or any authority thereof or therein having power to tax and which are required by law to be deducted or withheld. The Issuer shall not be required to pay any additional amount in respect of any such deduction or withholding or payment of principal or interest for or on account of any such taxed and duties. (xiii) Documentation : The terms and conditions of the Convertible Sukuk Ijarah shall be set out in various agreements in form 34

35 and substance acceptable to the Lead Arranger, Trustee and the Issuer and as deemed necessary by the Solicitors. (xiv) Trust Deed : The Convertible Sukuk Ijarah shall be constituted by a trust deed, which shall be administered by the Trustee acting on behalf of the Convertible Sukuk Ijarah Holders. (xv) Governing Laws : Laws of Malaysia. 35

36 Annexure 1 1. The Trustee, on behalf of the investors of the Convertible Sukuk Ijarah ( Convertible Sukuk Ijarah Holders ), shall purchase certain Shariah compliant leasable asset(s) ( Lease Asset ) from the Issuer (in such capacity as the Seller ) by way of transfer of the beneficial ownership at the asset purchase price ( Asset Purchase Price ) pursuant to the asset purchase agreement ( Asset Purchase Agreement ). In the event that the Lease Asset are owned by PNHB s subsidiary(ies) ( Asset Owner ), the Lease Asset shall be transferred from the said subsidiary(ies) to PNHB by way of Hibah (gift) before the relevant sale and purchase agreements are executed between PNHB and the Trustee, on behalf of the Convertible Sukuk Ijarah Holders. 2. Subsequently, the Issuer shall issue the Convertible Sukuk Ijarah to the Convertible Sukuk Ijarah Holders to evidence the proceeds received from the Convertible Sukuk Ijarah Holders to acquire the Lease Asset. This will represent the Convertible Sukuk Ijarah Holders undivided and proportionate beneficial ownership and interest over the Lease Asset. The Asset Purchase Price will be equivalent to the Convertible Sukuk Ijarah proceeds. The Convertible Sukuk 36

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