SHARIAH PRONOUNCEMENT In the name of Allah, the Most Gracious, the Most Merciful All praise is due to Allah, the Cherisher of the world, and peace and blessing upon The Prophet of Allah, on his family and all his companions PULAI CAPITAL LIMITED U.S.$357,800,000 EXCHANGEABLE TRUST CERTIFICATES DUE 2019 (EXCHANGEABLE INTO ORDINARY SHARES OF PAR VALUE OF H.K.$0.02 EACH OF PARKSON RETAIL GROUP LIMITED (INCORPORATED IN THE CAYMAN ISLANDS WITH LIMITED LIABILITY)( PARKSON SHARES ) AND TELEKOM MALAYSIA BERHAD ( TM SHARES ) ( SHARES ) WITH RECOURSE TO KHAZANAH NASIONAL BERHAD ( KHAZANAH OR THE OBLIGOR ) CIMB Islamic Shariah Committee (the Shariah Committee ) has reviewed the structure and mechanism to be entered into in respect of the issuance of the Trust Certificates to be issued by Pulai Capital Limited ( Pulai or the Issuer ) to ensure compliance with the Shariah principles. 1. STRUCTURE AND MECHANISM 1.1 The Issuer offers Trust Certificates ( Trust Certificates ) to the investors ( Investors ). The transactions to be entered into in respect of the Trust Certificates to be subscribed by the Investors are based on the followings steps: (a) (b) (c) (d) Pangkor is the proprietary beneficial owner of Parkson Retail Group Limited shares ( Parkson Shares ). Cempaka purchases the proprietary beneficial ownership in the Parkson Shares from Pangkor for a purchase price; Pulai ( Issuer ) purchases from Cempaka the proprietary beneficial ownership in the Parkson Shares as is required by the Issuer to issue trust certificates ( Trust Certificates ) to the investors ( Investors ) in consideration for a purchase price; Khazanah is the proprietary beneficial owner of Telekom Malaysia Berhad shares ( TM Shares ) (collectively, the Parkson Shares and the TM Shares are referred to as the Shares ). The Issuer purchases from Khazanah the proprietary beneficial ownership in the TM Shares. The Shares shall comply with the financial ratio tests; Issuer has proprietary beneficial ownership in the Shares. Obligor provides Purchase Undertaking for Trust Certificates. Issuer issues Trust Certificates to the Investors. The Trust Certificates represent the proprietary beneficial ownership in the Shares; and 1.2 Purchase Undertaking: Pursuant to the Purchase Undertaking Deed, Khazanah as the Obligor shall, inter alia: (i) on the date falling one Payment Business Day prior to the Scheduled Dissolution Date, pay to the Issuer an amount equal to the aggregate Scheduled Dissolution Amount payable by the Issuer in respect of the Trust Certificates on the Scheduled Dissolution Date, pursuant to the exercise by the Issuer of its option in such circumstances by written notice to the Obligor and by execution of the Sale and Purchase Agreement to require the Obligor to accept delivery of all of the Trust Assets against payment of such amount;
(ii) (iii) on the date falling one Payment Business Day prior to any Delisting Purchase Undertaking Date or any Financial Breach Purchase Undertaking Date, pay to the Issuer an amount equal to the aggregate Early Dissolution Amount payable by the Issuer in respect of the Trust Certificates, pursuant to the exercise by the Issuer of its option in such circumstances by written notice to the Obligor and by execution of the Sale and Purchase Agreement to require the Obligor to accept delivery of all or, as applicable, a pro rata share of the Trust Assets against payment of such amount; and on the date falling one Payment Business Day prior to the Investors' Optional Dissolution Date, pay to the Issuer an amount equal to the aggregate Early Dissolution Amount payable by the Issuer in respect of the Trust Certificates on such date, pursuant to the exercise by the Issuer of its option in such circumstances by written notice to the Obligor and by execution of the Sale and Purchase Agreement to require the Obligor to accept delivery of all or, as applicable, a pro rata share of the Trust Assets against payment of such amount. 1.3 Sale Undertaking: Pursuant to the Sale Undertaking Deed, the Obligor shall, inter alia, on the date falling one Payment Business Day prior to any Tax Dissolution Date or any Issuer Optional Dissolution Date, pay to the Issuer an amount equal to the aggregate Early Dissolution Amount payable by the Issuer in respect of the Trust Certificates, pursuant to the exercise by the Obligor of its option in such circumstances by written notice to the Issuer and by execution of the Sale and Purchase Agreement to require the Issuer to deliver all or, as applicable, a pro rata portion of the Trust Assets to the Obligor against payment of such amount. 1.4 Trust Assets: Trust Assets shall comprise of proprietary beneficial ownership of 100,623,321 Parkson Shares the Issuer s proprietary beneficial ownership of 88,789,731 TM Shares and the Issuer s proprietary beneficial ownership of such number of Relevant Securities and other property arising from such Shares, less the Issuer s proprietary beneficial ownership of such number of Parkson Shares (or Relevant Securities arising from such Parkson Shares) the beneficial ownership in respect of which has been sold by the Issuer pursuant to the Pulai-Pangkor Purchase Agreement rights, title, interest and benefit, present and future, in, to and under the Transaction Documents and (iii) all cash and investments comprised in the Sinking Fund from time to time. Impure Income from all Dividends and other income received in respect of the Trust Assets shall not become part of Trust Assets Income or Trust Assets. The Issuer in its capacity as asset manager (the "Asset Manager") shall on or prior to the date on which any Dividend or other income in respect of the Trust Assets is received, calculate the Impure Income Proportion and upon receipt, donate a cash amount equivalent to the Impure Income Proportion to a charity chosen at the discretion of the Asset Manager. The Issuer has agreed that Trust Assets Income shall be applied towards accumulation in the Sinking Fund. The Issuer shall accumulate in the Sinking Fund all of the Trust Assets Income received by it in respect of the Trust Assets. Amounts accumulated in the Sinking Fund shall be invested by the Asset Manager in Globally Acceptable Islamic Investments at the discretion of the Asset Manager in consultation with the Obligor. Any income derived from such investments shall be credited to the Sinking Fund. The Sinking Fund shall remain free of any encumbrance (other than those arising by operation of law) so long as any Trust Certificates are outstanding. The Sinking Fund will comprise part of the Trust Assets. 2
1.5 Exchange Right: Each Investor has the right to exchange a Trust Certificate at any time during the Exchange Period for a pro rata share of the Exchange Property (an "Exchange Right"). However, in the event of an Offer in respect of the Shares or any other Relevant Securities, the Exchange Rights may be suspended. A pro rata share of the Exchange Property means, for each Trust Certificate at any time, a fraction of the Exchange Property the numerator of which shall be the nominal amount of such Trust Certificate and the denominator of which shall be the aggregate nominal amount of all the Trust Certificates (including the Trust Certificate to which the pro rata share relates) which are outstanding at such time (excluding for this purpose the nominal amount of any Trust Certificates in respect of which Exchange Rights have been exercised by an Investor but the Exchange Property has not yet been delivered and excluding from the Exchange Property such undelivered Exchange Property). 1.6 Cash Settlement Right: Notwithstanding the Exchange Right of each Investor in respect of each Trust Certificate, at any time when the delivery of Exchange Property deliverable upon exchange of the Trust Certificates is required to satisfy the Exchange Right in respect of an Exchange Notice, the Obligor (or a nominee of the Obligor) shall as an overriding right, pursuant to a unilateral irrevocable mandatory undertaking provided by the Issuer on behalf of each Investor in a cash settlement purchase right deed (the "Issuer Sale Undertaking Deed") have the option to purchase the Trust Assets in full or in part (in which case the other part of an Investor's Exchange Right shall be satisfied by the delivery of the relevant portion of Exchange Property), from the Issuer for an amount of cash in U.S. dollars equal to the Cash Settlement Amount. 1.7 Exchange Property: The Exchange Property shall initially comprise 220,000,000 Parkson Shares and shall include all Relevant Securities and other property arising out of or derived or resulting therefrom and such other property, in each case as may be deemed or required to comprise all or part of the Exchange Property pursuant to the Conditions, but excluding any such property as may or may be deemed to have ceased to form part of the Exchange Property. 1.8 Redemption: Unless previously exchanged, redeemed, or purchased and cancelled, the Trust Certificates will be redeemed at 98.26 per cent. of their nominal amount (the "Scheduled Dissolution Amount") on 22 March 2019 (the "Scheduled Dissolution Date"). Such Scheduled Dissolution Amount shall be funded by the Obligor to the Issuer pursuant to the Purchase Undertaking Deed. The Trust Certificates may also be redeemed at the option of the Issuer at their Early Dissolution Amount on the relevant date fixed for dissolution (the "Issuer Optional Dissolution Date") (i) in whole or in part, at any time from and including 23 March 2015 to but excluding the Scheduled Dissolution Date, provided that the Exchange Property Value on each of the 20 consecutive Trading Days, the last day of which period occurs no more than 5 Trading Days immediately prior to the date on which the relevant notice of dissolution is given by the Issuer to the Investors, shall have exceeded 130 per cent. of the Early Dissolution Amount on such Trading Day; or (ii) in whole only, at any time if prior to the date on which the relevant notice of dissolution is given by the Issuer less than 10 per cent in aggregate nominal amount of the Trust Certificates originally issued is outstanding. 3
2. IMPORTANT HIGHLIGHTS 2.1 The Shares shall not principally involve in non Shariah-compliant activities and are subject to financial ratios test benchmark of either the Dow Jones Islamic Market Indexes ( DJIM ) or FTSE Shariah Global Equity Index Series ( FTSE ) as below:- (i) (ii) (iii) (iv) Total Debt is less than 33% of the trailing 24-month average market capitalization or total assets; The sum of cash and interest-bearing securities are less than 33% of the trailing 24-month average market capitalization or total assets; Accounts receivables are less than 33% of the trailing 24-month average market capitalization or the sum of accounts receivables and cash are less than 50% of total assets; and/or Total interest and non compliant activities income do not exceed 5% of total revenue 2.2 The Shariah Committee noted that transfer or purchase of "proprietary beneficial ownership" of an asset is acceptable subject to the transfer of all risks and rewards associated with such asset to the purchaser. 2.3 The Purchase Undertaking is a unilateral promise based on the principle of wa ad and not a guarantee of capital. Furthermore the Obligor is not sharik or mudharib or wakeel to manage the Trust Assets and a separate sale and purchase agreement shall be executed to sell the Trust Assets to the Obligor based on formula mutually agreed by both parties. The permissibility of purchase undertaking at a pre-determined price or formula is further supported by the following arguments:- (i) A promise to purchase does not tantamount to guarantee. Pursuant to the Purchase Undertaking, the Obligor as the promisor will purchase the Trust Assets from the Investors in accordance with the agreed terms. In this regard, both seller and buyer must observe the essential elements of a sale contract together with its necessary conditions, among others, the existence of the subject matter of sale i.e. the asset before entering into sale contract. If for any reason, the asset does not fulfil any of the required conditions, the purchase undertaking will not be exercised as purchase of non existence (Bai al-ma dum) is prohibited by the Shariah. On the other hand, a guarantor may be required to ensure the investors will get the expected return from the investment regardless of its performance and conditions including guaranteeing any investment loss; (ii) Fixing of price for a future sale transaction is a matter of mutual agreement (taraadhi) between the contracting parties i.e. the Obligor as the purchaser and the Investors as the seller. This practice is comparable to fixing of price in Bai al- Istijrar and Bai Bima Yanqathi Bihi Al-Si r. Both parties in this transaction are taking the risk of price fluctuation of which the market price of the Trust Assets at the point of sale could be higher or lower as opposed to the agreed Exercise Price; 4
(iii) (iv) The Investors are not devoid of all risks as the performance of the Purchase Undertaking are still subject to the operation of the Trust Assets and the credit standing of the Obligor respectively; and The principle of `Urf or common practice in the industry and the expectation of investing in fixed income instruments as long as they are free from riba, gharar and other prohibition which will render the contract invalid. Equally, the Sale Undertaking is a unilateral promise issued by the Issuer on behalf of the Investors in favour of Khazanah. However, the terms and circumstances for the exercise of the undertakings are different as stipulated in items 1.3 and 1.4 above. 2.4 Use of proceeds: The Investors will pay the proceeds to the Issuer for the purchase of the Trust Certificates. The proceeds will be used by the Issuer to fund its acquisition of the proprietary beneficial ownership of 100,623,321 Parkson Shares from Cempaka pursuant to the Cempaka-Pulai Purchase Agreement and the proprietary beneficial ownership of 88,789,731 TM Shares from Khazanah pursuant to the Khazanah-Pulai Purchase Agreement. Proprietary beneficial ownership of the Parkson Shares will be transferred from Pangkor to Cempaka pursuant to the Pangkor-Cempaka Purchase Agreement The Obligor intends to use such proceeds as additional working capital and for other general corporate purposes relating to its principal business activities. The utilisation by the Obligor shall be limited to purposes related to its Shariah-compliant business activities. 3. DOCUMENTATION 3.1 The Shariah Committee has reviewed the Shariah aspects of the following documentation in respect of the Trust Certificates: i) Trust Deed; ii) iii) iv) Agency Agreement; Pangkor Declaration of Trust; Khazanah Declaration of Trust; v) Pangkor-Cempaka Purchase Agreement; vi) vii) viii) ix) Cempaka-Pulai Purchase Agreement; Khazanah-Pulai Purchase Agreement; Pulai-Pangkor Purchase Agreement; Issuer Sale Undertaking Deed; x) Obligor Purchase Undertaking Deed; 5
xi) xii) Sale Undertaking Deed; and Costs Undertaking. 4. APPROVAL 4.1 The Shariah Committee is of the view that, given the prevailing circumstances, the structure and mechanism as set out above are acceptable within the principles of Shariah, the jurisdiction under which the Issuer of the Certificates and the Joint Lead Arrangers operate, and that the documents referred to in clause 3.1 above (the Documents ) reflects the above structure and mechanism. The Shariah Committee hereby approves the Documents for the Trust Certificates subject to proper execution of the same. 4.2 In arriving at the decision, the Shariah Committee also took into consideration of the following issues: a) The legal constraints under which the Trust Certificates are being developed; b) The need to develop the Islamic finance industry, particularly in respect of the issuance of Islamic securities c) The need to facilitate the increasing need of corporates and financiers to mobilise funds according to Shariah principles; and d) The prevailing conditions and affairs of the Ummah and the need to remove them from the shackles of riba. And He knows best. On behalf of CIMB ISLAMIC SHARIAH COMMITTEE ABDUL GHANI ENDUT Head, Shariah Department Group Islamic Banking Division Dated : 20 March 2012 6