perpetual bond programme

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AEON CREDIT SERVICE (M) BERHAD PERPETUAL SUKUK PROGRAMME OF UP TO RM400.0 MILLION IN NOMINAL

VALUE

Principal Terms and Conditions 1. BACKGROUND INFORMATION (a) Issuer

(i) Name : AEON Credit Service (M) Berhad (the “Issuer”)

(ii) Address : Registered Office

Lot 6.05, Level 6, KPMG Tower 8, First Avenue Bandar Utama 47800 Petaling Jaya Selangor Darul Ehsan Business Office Level 29, Menara Olympia No.8 Jalan Raja Chulan 50200 Kuala Lumpur

(iii) Business Registration No.

: 412767-V

(iv) Date and Place of Incorporation

: 6 December 1996 / Kuala Lumpur

(v) Date of Listing

: Listed on Main Market of Bursa Malaysia Securities Berhad (“Bursa Securities”) on 12 December 2007

(vi) Status

: Non-resident controlled company

(vii) Principal activities

: The Issuer’s core business consists of the provision of easy payment schemes, personal financing schemes and issuance of credit cards under the international brand names of Visa and MasterCard. The personal financing schemes and the vehicle financing under easy payment schemes are based on Islamic principles.

(viii) Board of directors

: The board of directors of the Issuer as at 30 August 2013: 1) Dato’ Abdullah bin Mohd Yusof 2) Yasuhiro Kasai 3) Jun Suzuki 4) Masanori Kosaka 5) Datuk Ramli bin Ibrahim

AEON CREDIT SERVICE (M) BERHAD Perpetual Sukuk Programme of up to RM400.0 million in Nominal Value

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6) Dato’ Md Kamal bin Ismaun 7) Ng Eng Kiat 8) Kenji Fujita 9) Krishnappan A/L S.P.S. Singaram 10) Clarence Chai 11) Lee Tyan Jen

(ix) Structure of

shareholdings and names of substantial shareholders

: The structure of shareholdings and names of substantial shareholders of the Issuer as 30 August 2013:

Name Shareholding (%)

Direct Indirect

AEON Financial Service Co., Ltd. (formerly known as AEON Credit Service Co., Ltd) (“AFSJ”)

59.70 -

Aberdeen Asset Management PLC and its subsidiaries

6.20 -

AEON Co., Ltd. (1) - 61.85

Mitsubishi UFJ Financial Group, Inc. (2)

- 6.20

Notes: (1) Indirect interest by virtue of its interest in AFSJ and

AEON CO. (M) BHD, pursuant to Section 6A of the Companies Act, 1965.

(2) Mitsubishi UFJ Financial Group, Inc is deemed interested in the shares by virtue of Mitsubishi UFJ Financial Group, Inc's wholly owned subsidiary, Mitsubishi UFJ Trust & Banking Corp, holding more than 15% in Aberdeen Asset Management PLC.

(x)

Authorised and paid-up capital

:

The authorised and paid-up capital of the Issuer as at 30 August 2013 are as follows: Authorised capital: RM100,000,000 comprising 200,000,000 ordinary shares of RM0.50 each.

Issued and Paid-up capital: RM72,000,000 comprising 144,000,000 ordinary shares of RM0.50 each.


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(xi) Disclosure of the following

The Issuer or its board members have not been convicted or charged with any offence under the securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law, for the past five (5) years prior to the date of application for authorisation to the Securities Commission Malaysia (“SC”) in respect of the Perpetual Sukuk Programme (as defined in item 2(c) below). The Issuer has not been subjected to any action by the stock exchange for any breach of the listing requirements or rules issued by the stock exchange, for the past five (5) years prior to the date of application for authorisation to the SC in respect of the Perpetual Sukuk Programme.


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2. PRINCIPAL TERMS AND CONDITIONS (a) Names of parties involved in the proposed transaction

(i) Principal

Adviser/Lead Arranger (“PA/LA”)

: Hong Leong Investment Bank Berhad (formerly known as MIMB Investment Bank Berhad) (Company No. 10209-W) (“HLIB”)

(ii) Co-Arranger : Affin Investment Bank Berhad (Company No.

9999-V) (“Affin”)

(iii) Solicitor : Due diligence solicitor for the PA/LA/Co-Arranger Messrs. Wong Beh & Toh Transaction solicitor for the PA/LA/Co-Arranger Messrs. Adnan Sundra & Low

(iv) Financial Adviser : Not applicable

(v) Technical Adviser

: Not applicable

(vi) Sukuk Trustee : Pacific Trustees Berhad (“Trustee”)

(vii) Shariah Adviser : Muamalah Financial Consulting Sdn Bhd

(viii) Guarantor : Not applicable

(ix) Valuer : Not applicable

(x) Facility Agent : HLIB

(xi) Primary Subscriber (under a bought-deal arrangement) and amount subscribed

: Not applicable

(xii) Underwriter and amount underwritten

: To be determined, if applicable, at the point of each issuance.

(xiii) Central Depository

: Bank Negara Malaysia (“BNM”)

(xiv) Paying Agent : BNM

(xv) Reporting Accountant

: Not applicable

(xvi) Calculation Agent : Not applicable


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(xvii) Others (please specify)

: Joint Lead Managers (“JLMs”) HLIB, Affin, RHB Bank Berhad (Company No. 6171-M) and such other joint lead manager(s) as may be appointed and mutually agreed between the Issuer, the PA/LA and the existing JLMs prior to each issuance of the Perpetual Sukuk.

Manager The Issuer, who will act as manager to manage the Musharakah Venture (as defined in item 2(c) below). Commodity Trading Participant (“CTP”) A commodity trading participant to be determined and appointed at the point of entering the Musawamah Transaction (as defined in item 2(c) below). Commodity Seller A commodity seller to be determined and appointed at the point of entering the Musawamah Transaction. Commodity Buyer A commodity buyer to be determined and appointed at the point of entering the Musawamah Transaction. Agent The Issuer, who will act as agent to buy the Commodities (as defined in item 2(c) below) from the Commodity Seller on behalf of the Trustee (for and on behalf of the Sukukholders (as defined in item 2(c) below). Commodity Trustee The Issuer, who will declare a trust in favour of the Sukukholders over the Commodities.

(b) Islamic principle used : Musharakah (Profit and loss sharing) A partnership arrangement between two (2) or more parties to finance a business venture whereby all parties contribute capital either in the form of cash or in kind for the purpose of financing the said venture. Any profit derived


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from the venture will be distributed based on a pre-agreed profit sharing ratio, but a loss will be shared on the basis of capital contribution. Musawamah Musawamah is a sale contract whereby the seller is not required to disclose the mark-up that the seller profited from the sale to the buyer.

(c) Facility Description : Proposed issuance of unrated subordinated Islamic perpetual notes (“Perpetual Sukuk”) pursuant to a proposed Perpetual Sukuk programme of up to RM400.0 million in nominal value under the Shariah principle of Musharakah (“Perpetual Sukuk Programme”). Musharakah Transaction The Issuer and the investor(s) will form a Musharakah from time to time to invest in the Shariah-compliant business(es) of the Issuer to be identified prior to each issuance of the Perpetual Sukuk (“Business”). In respect of the issuance of each tranche of the Perpetual Sukuk, the investor(s) of each tranche of the Perpetual Sukuk shall from time to time, via the Trustee, form a Musharakah partnership with the Issuer to invest directly into the Business (“Musharakah Venture”) identified for that particular tranche by entering into a Musharakah agreement as partners (each a “Partner” and collectively the “Musharakah Partners”). The Issuer will issue the Perpetual Sukuk to such investor(s) and such investor(s) will participate in the relevant Musharakah Venture via subscription of the Perpetual Sukuk issued by the Issuer. The Perpetual Sukuk shall represent the respective investor(s)’ undivided proportionate interest in the relevant Musharakah Venture. The capital contribution of the holders of the Perpetual Sukuk (“Sukukholders”) to the Musharakah Venture is the proceeds raised from each tranche of the Perpetual Sukuk while the Issuer will contribute cash as capital into the Musharakah Venture which will be ascertained prior to the establishment of each Musharakah


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Venture (“Musharakah Capital”). Simultaneously, the Issuer shall make a declaration that it holds on trust the Musharakah Partners’ interest in the Business for the benefit of the Sukukholder(s) and itself pursuant to the Musharakah Venture. Income from the Musharakah Venture shall be distributed to each Partner based on profit sharing ratios which will be determined prior to the issuance of the Perpetual Sukuk. Any losses incurred in the Musharakah Venture shall be borne by each Partner in proportion to each Partner’s respective Musharakah Capital in the Musharakah Venture. The Sukukholders shall appoint the Issuer as the manager to manage the Musharakah Venture (“Manager”). With the appointment of the Manager, the Sukukholder(s) agree that the Manager shall be delegated amongst others, a specific duty of monitoring the Issuer and reporting on any Privatisation Event (as defined in item 2(y)(xiv) below) and Shareholder/Shareholding Event (as defined in item 2(y)(xvi) below) (collectively, the “Special Event”). Where at each Periodic Distribution Date (as defined herein) if there is no occurrence of any of the Special Event and the Manager reports to the Trustee (for the benefit of the Sukukholders) to confirm as much, then the Sukukholders shall be receiving the income equal to the Periodic Distribution Amount (as defined herein) on the relevant Periodic Distribution Date. The Periodic Distribution Rate (as defined herein) for each tranche shall be determined between the Sukukholders and the Issuer prior to each issuance of the Perpetual Sukuk. Should any Special Event occur and the Issuer does not exercise its right of redemption under the Privatisation Event Redemption (as defined in item 2(y)(xv) below) and Shareholder/Shareholding Event Redemption (as defined in item 2(y)(xvii) below), the Sukukholders shall be entitled for the Special Distribution Amount (as defined herein) based on the Special Distribution Rate (as defined herein).


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Should any Special Event occur on any day between the date of issue of the Perpetual Sukuk (inclusive) and ending on the first Periodic Distribution Date (exclusive), or from the Periodic Distribution Date (inclusive) and ending on the next succeeding Periodic Distribution Date (exclusive) and the Issuer does not exercise its right of redemption under the Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe), the Periodic Distribution Rate and the Special Distribution Rate shall be applied accordingly based on a pro-rata basis (actual/365 days). The Sukukholders agree that any excess income from the Musharakah Venture above the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) shall be retained by the Manager as a reserve (“Reserve”) on a custody basis on behalf of the Sukukholder(s) (in the event the actual income generated from the relevant Musharakah Venture is insufficient to meet the minimal amount to enter into the Musawamah Transaction or in the event that no income is generated from the Musharakah Venture and the Issuer requests for a deferment of the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)). Upon dissolution of the Musharakah Venture pursuant to the Dissolution Events (as defined in item 2(v)) or Enforcement Events (as defined in item 2(v)) and if there is a positive balance in the Reserve, such amount will be paid to the Manager as an incentive fee by way of concept of tanazul. The Trustee (for and on behalf of the Sukukholders) shall issue a sale undertaking (“Musharakah Sale Undertaking”) to the Issuer, where the Trustee (for and on behalf of the Sukukholders) undertakes to sell the relevant Sukukholders’ interest in the relevant Musharakah Venture to the Issuer at the relevant Exercise Price (as defined herein) upon


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redemption of the Perpetual Sukuk pursuant to the Dissolution Events in accordance with the terms set out herein. The Issuer shall issue a purchase undertaking (“Musharakah Purchase Undertaking”) to the Trustee (for and on behalf of the Sukukholders), where the Issuer undertakes to purchase the Sukukholders’ interest in the Musharakah Venture from the Trustee (for and on behalf of the Sukukholders) at the relevant Liquidation Distribution upon (i) the declaration of an Enforcement Event where a court order is made or an effective resolution is passed for the winding-up or dissolution of the Issuer in accordance with the terms set out herein or (ii) dissolution of the relevant Musharakah Venture in the event the Musharakah Venture does not generate any income i.e. zero income and the Reserve has been fully utilised i.e. zero balance, as the case maybe. “Periodic Distribution Rate” means the periodic distribution rate (i.e. the expected Musharakah profit rate) to be determined prior to each issuance of the Perpetual Sukuk with an additional stepped-up rate of 1.00% per annum commencing from the fifth (5th) anniversary of the date of issue of the relevant Perpetual Sukuk that shall be incurred on an annual basis until the Perpetual Sukuk is fully redeemed, subject to a cap of up to the Special Distribution Rate. For illustration purposes, if the Periodic Distribution Rate is x% per annum, it shall be stepped-up to x+1% per annum on the fifth anniversary, x+2% per annum on the sixth anniversary and so forth, but subject always to the Periodic Distribution Rate not exceeding the Special Distribution Rate. “Periodic Distribution Amount” shall be calculated at the Periodic Distribution Rate on the nominal value of the Perpetual Sukuk based on the Periodic Distribution Basis (as defined in item 2(k) below). “Exercise Price” is the cash sum payable by the Issuer to the Sukukholders pursuant to the relevant Dissolution Event and effected via sale agreement pursuant to the Musharakah Sale Undertaking. The Exercise Price shall be calculated in accordance with the formula


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described in item 2(y)(xviii) below. The income from the relevant Musharakah Venture of up to the relevant Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) shall be distributed semi-annually to the Sukukholders of that particular tranche of the Perpetual Sukuk on each Periodic Distribution Date. “Special Distribution Amount” shall be calculated at the Special Distribution Rate (as defined herein) on the nominal value of the Perpetual Sukuk based on the Periodic Distribution Basis (as defined in item 2(k) below). “Special Distribution Rate” means a fixed rate basis of 20.00% per annum. “Periodic Distribution Date” means the date Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) will be distributable semi-annually in arrears, being the date falling six (6) months after the issue date and every six (6) months thereafter. Any shortfall between the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) and the actual income generated from the Musharakah Venture shall be paid by the Issuer as an advance profit payment (“Advance Profit Payment”). The source of the Advance Profit Payment will be from revenue and or sources of cash of the Issuer. For avoidance of doubt, the Advance Profit Payment will be set-off against the relevant Exercise Price pursuant to the Musharakah Sale Undertaking or the relevant Liquidation Distribution pursuant to the Musharakah Purchase Undertaking, as the case


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may be. In the event there is a request for a deferment of Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)), there will not be any Advance Profit Payment. A diagrammatical illustration of the structure and mechanism for the Musharakah Transaction is set out in Annexure I. Investment of Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) via Musawamah Transactions The Issuer may give, not less than five (5) business days before the relevant Periodic Distribution Date, a notice in writing (“Musawamah Investment Notice”) to the Facility Agent and the Trustee (for and on behalf of the Sukukholders) that part or all of the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) on such Periodic Distribution Date (“Musawamah Investment Amount”) will be invested in a Musawamah Transaction (as defined herein). Musawamah Undertaking The Trustee (for and on behalf of the Sukukholders), shall issue an undertaking in favour of the Issuer where the Trustee (for and on behalf of the Sukukholders) shall sell certain Shariah-compliant commodities which would exclude ribawi items in the category of medium of exchange such as currency, gold and silver (“Commodities”) to the Issuer at a certain price (“Musawamah Sale Price”) based on the Shariah principle of Musawamah (“Musawamah


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Undertaking”). Under the Musawamah Undertaking, the Trustee (for and on behalf of the Sukukholders) agrees that, on each Periodic Distribution Date, the Issuer may, at its sole discretion, request the Trustee (for and on behalf of the Sukukholders) to enter into a Commodity Musawamah transaction (“Musawamah Transaction”) whereby the Trustee (for and on behalf of the Sukukholders) shall sell the Commodities to the Issuer at the Musawamah Sale Price. The payment of the Musawamah Sale Price shall be deferred to the next Periodic Distribution Date. The Trustee (for and on behalf of the Sukukholders) shall also give the Issuer the right to further defer the payment of part or all of the Musawamah Sale Price should the Issuer request for such a deferment by giving a written notice to the Facility Agent and the Trustee (for and on behalf of the Sukukholders) not less than five (5) business days before the relevant Periodic Distribution Date. For avoidance of doubt, the Musawamah Sale Price that is deferred shall be payable on the following Periodic Distribution Date unless further deferment is requested by the Issuer. Such Musawamah Sale Price outstanding shall not accrue any additional profits nor be compounded and any further deferment of its payment does not constitute a Dissolution Event. Musawamah Transaction When the Musawamah Investment Notice is issued from time to time, the Issuer will invoke the Musawamah Undertaking to initiate the Musawamah Transaction. The Issuer, in the capacity as Agent (acting on behalf of the Trustee (for and on behalf of the Sukukholders)), shall appoint a CTP to purchase the Commodities from the Commodity Seller on a spot basis. The Issuer, in the capacity as Commodity Trustee will declare a trust in favour of the Sukukholders over the Commodities. The Commodity Trustee as a seller shall sell the Commodities to the Issuer as a buyer at the


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Musawamah Sale Price which will be payable on the next Periodic Distribution Date. The Musawamah Sale Price may be further deferred for another Periodic Distribution Period (as defined herein) at the request of the Issuer. For avoidance of doubt, the Musawamah Sale Price that is deferred shall be payable on the following Periodic Distribution Date unless further deferment is requested by the Issuer. In the event the Issuer decides to defer the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)), a Musawamah Transaction may be entered into under the following scenarios: (i) if there is sufficient income generated from

the relevant Musharakah Venture to satisfy the payment of the relevant Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)), the Trustee will use the amount equivalent to the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) (being deferred) to enter into the Musawamah Transaction and sell the Commodities to the Issuer at the Musawamah Sale Price; or

(ii) if there is a shortfall between the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) and the income generated from the relevant Musharakah Venture to satisfy the payment of the relevant Periodic Distribution Amount (or Special Distribution Amount where


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applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)), the Trustee will use the actual income generated from the relevant Musharakah Venture and/or the Reserve (in the event the actual income generated from the relevant Musharakah Venture is insufficient to meet the minimal amount to enter into the Musawamah Transaction or in the event no income is generated from the relevant Musharakah Venture) to enter into the Musawamah Transaction and sell the Commodities to the Issuer at the Musawamah Sale Price.

“Periodic Distribution Period” means the period commencing from the date of issue of the Perpetual Sukuk (inclusive) and ending on the first Periodic Distribution Date (exclusive), and each successive period thereafter commencing from a Periodic Distribution Date (inclusive) and ending on the next succeeding Periodic Distribution Date (exclusive). In the event the actual income generated from the relevant Musharakah Venture and the Reserve is insufficient to meet the minimal amount to enter into the Musawamah Transaction or in the event the Musharakah Venture does not generate any income, i.e. zero income and the Reserve has been fully utilized i.e. zero balance, the Musharakah Venture shall be dissolved through an exercise of the Musharakah Purchase Undertaking and an amount equivalent to the nominal value of the Perpetual Sukuk from the Liquidation Distribution (as defined in item 2(y)(xix)) (“Net Liquidation Distribution”) shall be applied towards investment in a new Musharakah Venture that shall be either an investment in a different Business (other than the previous Business under the dissolved Musharakah Venture) or an investment in the same Business but of a different phase. The balance of the Liquidation Distribution (Liquidation Distribution – Net Liquidation Distribution) (“Balance Liquidation Distribution”), if any, shall be paid by the Issuer


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on the next Periodic Distribution Date unless further deferment is requested by the Issuer by way of a notice to the Sukukholders. Any part or full payment of such Balance Liquidation Distribution shall be shared by the Sukukholders of all outstanding Perpetual Sukuk on a pro-rata basis. The accounting entries associated with the dissolution of the Musharakah Venture and investment into a new Musharakah Venture shall be made in the books of the Issuer as the Manager of the Musharakah Venture. For the avoidance of doubt, a dissolution of the Musharakah Venture in this manner will not result in any redemption of the Perpetual Sukuk then in issue by the Issuer or involve either the issuance of any new or additional Perpetual Sukuk or a variation in the terms of the Perpetual Sukuk then in issue. Under the trust deed, the Trustee (on behalf of the Sukukholders) irrevocably authorizes the Manager to, in its sole discretion, invest all the Net Liquidation Distribution pursuant to the Musharakah Purchase Undertaking into a new Musharakah Venture. The new Musharakah Venture will be created as per the terms of the previous Musharakah Venture. The Issuer shall appoint a CTP to sell the Commodities to the Commodity Buyer on a spot basis for a cash consideration. The diagrammatical illustration of the structure and mechanism for the Musawamah Transaction are set out in Annexure II.

(d) Identified assets : The identified Business used for the relevant Musharakah Transaction shall be identified prior to each issuance of the Perpetual Sukuk and shall be Shariah–compliant. The identified assets used for the relevant Musawamah Transaction shall be the Commodities.

(e) Purchase and selling price/rental (where applicable)

: Musharakah Transaction Not applicable as the Musharakah Transaction


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does not involve purchase and sale of underlying assets. Musawamah Transaction The purchase and selling price for the purchase and sale of the identified assets used for the relevant Musawamah Transactions shall be identified when the Issuer invokes the relevant Musawamah Transactions.

(f) Issue/Sukuk Programme Size

: The size of the Perpetual Sukuk Programme is up to RM400.0 million in nominal value (“Programme Limit”). The outstanding nominal value of the Perpetual Sukuk issued under the Perpetual Sukuk Programme shall not exceed the Programme Limit at any point in time.

(g) Tenure of Issue/Sukuk Programme

: Perpetual

(h) Availability Period of Sukuk Programme

: Commencing from the Financial Close (as defined herein) and ending on the date falling eighty-four (84) months later from the Financial Close. The first issuance shall not be later than two (2) years from the date of the SC’s authorisation. “Financial Close” means upon completion of documentation and compliance of all Conditions Precedent (as defined in item 2(t) below) and other applicable conditions to the satisfaction of the PA/LA unless waived by the PA/LA.

(i) Profit / Coupon/ Rental Rate : The Perpetual Sukuk confer a right to receive Periodic Distribution Amount at a frequency provided in item 2 (j) below. The Periodic Distribution Rate shall be determined prior to each issuance of the Perpetual Sukuk subject to a cap of up to the Special Distribution Rate.

(j) Profit / Coupon/ Rental Payment Frequency

: The Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) shall be


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payable on semi-annual basis in arrears on each Periodic Distribution Date commencing six (6) months from the date of issue of the Perpetual Sukuk.

(k) Profit / Coupon / Rental Payment Basis

: The Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) shall be calculated based on the actual number of days elapsed over 365 days basis (actual / 365) (“Periodic Distribution Basis”).

(l) Security / Collateral (if any) : None

(m) Details on Utilisation of Proceeds by Issuer

: The proceeds raised from the issuance of the Perpetual Sukuk shall be utilised for the following Shariah-compliant purposes:

Proposed utilisation of proceeds

Amount in nominal value (Up to RM’000)

(i) To pay the upfront fees and expenses in relation to the Perpetual Sukuk Programme;

2,800

(ii) To finance Issuer’s working capital and investment in Shariah-compliant assets; and

297,200

(iii) To invest in property, plant and equipment for the Issuer’s Shariah Compliant business

100,000

TOTAL 400,000

Notwithstanding the above, funds set aside for item (iii) may be utilised for item (ii) and vice versa.

(n) Sinking Fund and Designated Accounts, where applicable

: Not applicable


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(o) Rating

(i) Credit Rating(s) Assigned

: The Perpetual Sukuk will not be rated

(ii) Name of Rating Agency

: Not applicable

(p) Mode of Issue : The Perpetual Sukuk will be issued via private placement on best effort basis without prospectus. The Perpetual Sukuk will be issued in accordance with the: (i) Operational Procedures for Securities

Services issued by Malaysian Electronic Clearing Corporation Sdn Bhd (“MyClear”) dated 6 May 2011 (“MyClear Procedures”); and

(ii) Participation and Operation Rules for

Payment and Securities Services issued by My Clear dated 6 May 2011 (“MyClear Rules”) (MyClear Procedures and MyClear Rules are collectively referred to as “MyClear Procedures and Rules”, subject to such exemptions (if any) granted from time to time.

(q) Selling Restriction,

including tradability (i.e. tradable or non-transferable)

: The Perpetual Sukuk may not be offered or sold, directly or indirectly, nor any document or other material in connection therewith be distributed in Malaysia or anywhere else, other than to persons falling within any of the following categories of persons: At Issuance Schedule 6 or Section 229(1)(b) or Schedule 7 or Section 230(1)(b) read together with Schedule 9 or Section 257(3) of the Capital Markets and Services Act 2007 as amended from time to time. Selling Restrictions thereafter Not applicable as the Perpetual Sukuk are non-transferable and non-tradable.

(r) Listing Status and Types of Listing

: The Perpetual Sukuk will not be listed on Bursa Securities or on any other stock exchange.


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(s) Other regulatory approvals required in relation to the issue, offer or invitation and whether or not obtained (please specify)

: Not applicable

(t) Conditions Precedent : Conditions precedent typical and customary for transaction of this nature, to the satisfaction of the PA/LA shall include but not limited to the following: (i) Main Documentation

All Transaction Documents (as defined in item 2(y)(xxv) below) have been duly executed, and where applicable, stamped (unless otherwise exempted) and presented for registration with the relevant authorities;

(ii) The Issuer (a) Certified true copies of the Certificate of

Incorporation, Memorandum and Articles of Association, latest Forms 24, 44 and 49 of the Issuer;

(b) A certified true copy of board resolutions of

the Issuer authorising, amongst others, the execution of the Transaction Documents and issuance of the Perpetual Sukuk;

(c) A list of the Issuer’s authorised signatories

and their respective specimen signatures; (d) A satisfactory report of the relevant search of

the Issuer conducted at the Companies Commission of Malaysia and winding up search of the Issuer which revealed that no winding up order has been made against the Issuer; and

(e) If the Issuer has elected for such issuance

(the whole and not part of a series) of the Perpetual Sukuk to be included in the calculation of capital ratio of the Issuer, receipt of the Issuer’s confirmation of such inclusion.

(iii) General (a) The authorisation from the SC for the

Perpetual Sukuk Programme;


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(b) Receipt of satisfactory legal opinion from

the Transaction solicitor, to be addressed to the PA/LA and Facility Agent, advising with respect to, amongst others, the legality, validity and enforceability of the Transaction Documents and written confirmation that all conditions precedent have been duly fulfilled or waived;

(c) Receipt of a satisfactory opinion from an

accounting firm acceptable to the PA/LA and Facility Agent on the accounting treatment of the Perpetual Sukuk that the Perpetual Sukuk will be recorded as equity in the financial statements of the Issuer;

(d) Documentary evidence that the Trustee Reimbursement Account has been established and the deposit of RM30,000 has been made;

(e) All required approvals and consents including shareholders’ approval (if applicable) for the Perpetual Sukuk Programme have been obtained;

(f) Evidence of confirmation from the Shariah

Adviser that the structure and mechanism of the Perpetual Sukuk and the Transaction Documents are in compliance with Shariah principles;

(g) Evidence that all fees, costs and expenses

in relation to establishing the Perpetual Sukuk Programme have been paid in full to the extent that the same are due and payable before the issuance of the Perpetual Sukuk;

(h) Receipt of the results of the legal due

diligence on the Issuer satisfactorily to the PA/LA from the Due diligence solicitor;

(i) Receipt of the legal due diligence opinion on the Issuer satisfactorily to the PA/LA from the Transaction solicitor; and

(j) Such other conditions to be advised by the

Transaction solicitor and mutually agreed between the PA/LA and the Issuer.


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(iv) Prior to each issuance of the Perpetual Sukuk

(a) Receipt of the Issuer’s certification that it is

in compliance with all representations and warranties, covenants and no Enforcement Event has occurred under the Transaction Documents;

(b) For each issuance of the Perpetual Sukuk, the proportion of outstanding Perpetual Sukuk (including the proposed issuance and other Parity Obligations (as defined in item 2(y)(i))) to the Shareholders’ Funds (as defined herein) of the Issuer shall not exceed 35%;

(c) If the Issuer has elected for such issuance (the whole and not part of a series) of the Perpetual Sukuk to be included in the calculation of capital ratio of the Issuer, receipt of the Issuer’s confirmation of such inclusion; and

(d) Such other conditions to be advised by the Transaction solicitor and mutually agreed between the Issuer, and the JLMs prior to each issuance of the Perpetual Sukuk.

“Shareholders’ Funds” shall be the aggregate of share capital, share premium, any hybrid capital classified as equity (including but not limited to the Perpetual Sukuk issued) and reserves.

(u) Representations and Warranties

: Representations and warranties typical and customary for transaction of this nature which shall include but not limited to the following: (a) The Issuer is a company duly incorporated

and validly existing under the laws of Malaysia and has full power and authority to own assets and to carry on its business;

(b) The Issuer has the power to enter into,

exercise its rights and perform its obligations under the respective Transaction Documents;

(c) All necessary actions, authorisations and

consents required under the respective Transaction Documents have been taken,


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fulfilled and obtained and remain in full force and effect;

(d) The Transaction Documents constitute

legal, valid, binding and enforceable obligations of which are enforceable on and against the Issuer;

(e) No registration and no payment of any duty

or tax or other action is necessary to ensure the validity, enforceability or admissibility in evidence in Malaysia of the Transaction Documents;

(f) The Issuer’s entry into, exercise of its rights

and performance of its obligations under the respective Transaction Documents do not and will not violate any existing law or agreements to which it is a party;

(g) To the Issuer’s knowledge, there are no

change of law or other governmental action has occurred which shall make it improbable for the Issuer to perform covenants and obligations on its part to be performed under the Transaction Documents;

(h) The audited financial statements of the

Issuer of each of its financial year have been prepared on a basis consistently applied in accordance with the approved accounting principles and standards in Malaysia and give a true and fair view of the results of its operations for that year and the state of its affairs at that date;

(i) There has been no event or occurrence

which constitutes a violation of the law or contravention of or default under any agreement, by the Issuer which may have a Material Adverse Effect (as defined herein);

(j) There is no change in its business condition

(financial or otherwise), performance or results of the operations of the Issuer which may have a Material Adverse Effect;

(k) There is no winding up petition or any litigation or arbitration which may have a Material Adverse Effect which has occurred or is continuing; and


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(l) Such other representations and warranties

as may be advised by the Transaction solicitor and mutually agreed between the PA/LA and the Issuer.

“Material Adverse Effect” means, in relation to any event, the occurrence of which in the reasonable opinion of the Trustee may materially and adversely effect: (i) the ability of the Issuer to perform any of its

obligations under the Transaction Documents; or

(ii) the business condition (financial or

otherwise), operations or prospects of the Issuer and its subsidiaries; or

(iii) (a) the legality, validity or enforceability of

the Issuer’s obligations and/or (b) the rights or remedies of the Trustee or the Sukukholders under any of the Transaction Documents.

(v) Events of Default,

Enforcement Events and Dissolution Events, where applicable

: Events of Default Not applicable. Enforcement Events Upon occurrence of any Enforcement Event, the Enforcement Remedy may be enforced. The Enforcement Events are as follows: (i) The Issuer fails to pay (a) the Periodic

Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) (including any Musawamah Sale Price) on any of the Perpetual Sukuk when due (for this purpose, such payment will not be due if the Issuer has elected to request deferment by giving a Musawamah Investment Notice to the Facility Agent and the Trustee (for and on behalf of the Sukukholders)); or (b) the relevant Exercise Price on the Perpetual Sukuk when due


24

(following an Early Redemption (as defined in item 2(x)(i)) of the Perpetual Sukuk initiated by the Issuer via its exercise of the Musharakah Sale Undertaking), and such failure continues for a period of five (5) business days; or

(ii) A court order is made or an effective resolution is passed for the winding up or dissolution of the Issuer.

For the avoidance of doubt, a breach of covenant by the Issuer (apart from failure to pay) will not constitute an Enforcement Event. Enforcement Remedy Upon the occurrence of an Enforcement Event under item 2(v)(i) above, the Trustee may declare that an Enforcement Event has occurred and the Trustee (for and on behalf of the Sukukholder(s)) may institute such proceedings as they may think fit to enforce the obligations of the Issuer, including institute proceedings for the winding up of the Issuer and/or prove in the winding up of the Issuer and/or claim in the liquidation of the Issuer for such payment. Upon the winding up or dissolution of the Issuer pursuant to item 2(v)(i)(a), the Trustee shall exercise the Musharakah Purchase Undertaking where the Issuer is required to purchase the Sukukholders interest in the relevant Musharakah Venture from the Trustee at the relevant Liquidation Distribution and the Musharakah Venture shall then be dissolved. For the avoidance of doubt, it is not allowed under the terms and conditions of the Perpetual Sukuk for acceleration of payments, save for an Enforcement Event under item 2(v)(ii) above. Dissolution Events Pursuant to the Musharakah Sale Undertaking, the relevant Musharakah Venture may be dissolved and the Trustee (for and on behalf of the Sukukholders) will sell (upon dissolution of the relevant Musharakah Venture) the Sukukholders’ interest in the relevant Musharakah Venture to the Issuer at the relevant Exercise Price upon occurrence of the following:


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(1) Optional Redemption (as defined in item

2(y)(ix) below); (2) Accounting Event Redemption (as

defined in item 2(y)(xi) below); (3) Tax Event Redemption (as defined in

item 2(y)(xiii) below);

(4) Privatisation Event Redemption (as defined in item 2(y)(xv) below); or

(5) Shareholder/Shareholding Event Redemption (as defined in item 2(y)(xvii) below).

For avoidance of doubt, there is no Dissolution Event where the Perpetual Sukuk can be declared to be immediately due and payable.

(w) Covenants : Such covenants as are customary for a transaction of this nature and required in order to comply with the Trust Deeds Guidelines (revised on 12 July 2011 and effective on 12 August 2011) (“Trust Deeds Guidelines”) issued by the SC including but not limited to the following:

(i) Positive Covenants

: (a) The Issuer will give to the Trustee any information which the Trustee may reasonably require in order to discharge its duties and obligations under the Transaction Documents relating to the Issuer’s affairs to the extent permitted by law;

(b) The Issuer will exercise reasonable

diligence in carrying out its business in a proper and efficient manner which should ensure, amongst others that all necessary approvals or relevant licenses are obtained;

(c) The Issuer shall maintain and keep proper

respective books and accounts at all times in compliance with applicable statutory requirements and in accordance with generally accepted accounting principles in Malaysia and subject to reasonable advance written notice being given to the Issuer, provide the Trustee and any person


26

appointed by it (e.g. auditors) access to such books and accounts to the extent permitted by law;

(d) Maintain a paying agent, or its equivalent,

who is based in Malaysia (“Paying Agent”);

(e) Procure the Paying Agent to notify the

Trustee, through the Facility Agent, in the event that the Paying Agent does not receive payment from the Issuer on the due dates as required under Transaction Documents (unless deferment request has been given) and the terms and conditions of the Perpetual Sukuk; and

(f) Such other covenants as may be advised

by the Transaction solicitor and mutually agreed between the PA/LA and the Issuer.

(ii) Negative Covenants

: Unless with the prior written consent of the Sukukholders:

(a) The Issuer shall not permit any

amendment, supplement or variation to its Memorandum and Articles of Association in a manner inconsistent with the Transaction Documents to which it is a party and/or which may be materially prejudicial to the interests of the Sukukholders or change the utilisation of proceeds from the Perpetual Sukuk as set out herein;

(b) The Issuer shall not 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 transaction involving an aggregate payment or value which would trigger any applicable percentage ratio as provided in the Main Market Listing Requirements of Bursa Securities (“Listing


27

Requirements”), the Issuer obtains certification from an independent adviser that the transaction is carried out on fair and reasonable terms;

provided that the Issuer certifies to the Trustee that the transaction complies with paragraph (b)(i) above, that the Issuer has received the certification referred to in paragraph (b)(ii) above (where applicable) and that the transaction has been approved by the majority of the board of directors or shareholders of the Issuer in a general meeting as the case may require;

(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 (b)(i), 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; and

(iv) such transaction will not have a

Material Adverse Effect on the Issuer; and

(c) Such other negative covenants as may be

advised by the Transaction solicitor and mutually agreed between the PA/LA and the Issuer.

(iii) Information

Covenants : (a) The Issuer shall without any prior demand

deliver to the Trustee the following: (i) Semi-annual unaudited results within

sixty (60) days from the end of each half year;

(ii) Year-end audited financial statements within one hundred and twenty (120) days from its financial year end;


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(iii) Promptly and in any event no later

than thirty (30) business days, after receipt of such request from the Trustee, any other information relating to its business, affairs and financial condition as may from time to time be reasonably requested by the Trustee in order to discharge its duties and obligations as Trustee to Sukukholders to the extent permitted by law;

(iv) Promptly, any notices, circulars and

other documents dispatched by the Issuer to its shareholders; and

(v) Within one hundred and eighty (180) days after each of its financial year end, a certificate confirming that the Issuer has complied with all its obligations under the Transaction Documents and the terms and conditions of the Perpetual Sukuk and that there did not exist or had not existed, from the date the Perpetual Sukuk were issued or date of the previous certificate as the case may be, any Enforcement Event, where applicable and if such is not the case, to specify the same with details of the same.

(b) The Issuer shall notify the Trustee in writing immediately of:

(i) The occurrence of an Enforcement

Event; (ii) Any circumstances that have

occurred that would materially prejudice the Issuer and any other matter that may materially prejudice the interests of the Sukukholders;

(iii) Any claims against it which could

have Material Adverse Effect upon the ability of the Issuer to perform its obligations under the Transaction Documents to which it is a party and shall defend itself against such claims;


29

(iv) Any change in the withholding tax

position or taxing jurisdiction of the Issuer insofar as it affects the payment obligations of the Issuer;

(v) Any change in the utilisation of

proceeds from the Perpetual Sukuk where the Transaction Documents sets out a specific purpose for which proceeds are to be utilised;

(vi) Any substantial change in the

nature of the business of the Issuer;

(vii) Any material change in the directorship, management and shareholder or any other changes that may materially and adversely affect its business condition (financial or otherwise);

(viii) The occurrence of any event that

has caused or could cause, one or more of the following:

(aa) any amount payable under the

Perpetual Sukuk to become immediately payable;

(bb) the Perpetual Sukuk to

become immediately enforceable pursuant to the occurrence of an Enforcement Event; or

(cc) any other right or remedy

under the terms, provisions or covenants of the Perpetual Sukuk or the trust deed to become immediately enforceable; and

(ix) Any other matter that may

materially prejudice the interests of the Sukukholders.

(x) Provision on buy-back and

early redemption of the bonds

(i) Early : The Perpetual Sukuk are issued on a perpetual


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Redemption basis and the Issuer may redeem the Perpetual Sukuk in the event of occurrence of any of the Dissolution Events. The Perpetual Sukuk redeemed by the Issuer shall be cancelled and may not be reissued or resold.

(ii) Buy-back and

Cancellation : The Perpetual Sukuk shall not be transferable

nor tradable in the secondary market. As such, the Issuer, its subsidiaries or its agent may not purchase the Perpetual Sukuk in the open market or by private treaty.

(y) Other Principal Terms and Conditions for the Issue

(i) Status of the Perpetual Sukuk

: The Perpetual Sukuk shall constitute trust obligations of the Issuer in relation to, and represent undivided beneficial interest in the relevant Business/Musharakah Venture. The Perpetual Sukuk constitute direct, unsecured and subordinated obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves and the Parity Obligations (as defined herein). In the event that an order is made or an effective resolution is passed for the winding up of the Issuer, the payment obligations of the Issuer under the Perpetual Sukuk shall in such winding up: (i) rank ahead of the holders of Junior

Obligations (as defined herein) of the Issuer; and

(ii) rank junior to the claims of all other present and future creditors of the Issuer (other than Parity Obligations of the Issuer).

“Junior Obligations” means, in relation to any entity, any class of the Issuer’s share capital (including any preference shares). “Parity Obligations” means any instrument or security (excluding any preference shares) issued, entered into or guaranteed by the Issuer that ranks or is expressed to rank, whether by its terms or by operation or law, pari passu with the Perpetual Sukuk.

(ii) Call Date : The Call Date for each issuance shall be on the date of the fifth (5th) anniversary of the date of issue of the relevant Perpetual Sukuk and thereafter on each subsequent Periodic


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Distribution Date of the relevant Perpetual Sukuk.

(iii) Optional Deferral of Distribution

: The Issuer may give, not less than five (5) business days before the relevant Periodic Distribution Date, the Musawamah Investment Notice in writing to the Facility Agent and the Trustee that part or all of the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) on such Periodic Distribution Date will be invested in Commodities via a Musawamah Transaction upon the Issuer exercising the Musawamah Undertaking provided that within the period of six (6) months prior to the relevant Periodic Distribution Date: (i) no dividend, distribution or other

payment has been paid or declared by the Issuer in respect of any of the Issuer’s Junior Obligations or Parity Obligations; and

(ii) none of the Issuer’s Junior Obligations or

Parity Obligations has been redeemed, reduced, cancelled, bought-back or acquired by the Issuer.

For the avoidance of doubt, the full or part of the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) invested via the Musawamah Transaction with respect to any Periodic Distribution Period shall not give rise to any Dissolution Event.

(iv) Payment of Musawamah Sale Price

: The Musawamah Sale Price is payable to the Sukukholder(s) at a Periodic Distribution Date immediately following the Musawamah Transaction. However, the Trustee (for and on behalf of the Sukukholders) gives the Issuer the right to further defer the payment of part or all of the Musawamah Sale Price should it request for such a deferment. Such Musawamah Sale Price outstanding shall not accrue any additional


32

profits nor be compounded and do not constitute a Dissolution Event. If on the relevant Periodic Distribution Date, part of the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) is invested in Commodities via a Musawamah Transaction, the investment will be on a proportionate basis for each Sukukholder based on the nominal value of the Perpetual Sukuk held. Each Sukukholder will therefore receive the remaining proportionate share (if any) of the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) that is not invested in the Commodities on such Periodic Distribution Date. Each Sukukholder shall be entitled to receive its proportionate share of the Musawamah Sale Price at the next Periodic Distribution Date, subject to any further deferment at the option of the Issuer.

(v) Dividend and Capital Stopper

: So long as any Musawamah Sale Price is outstanding, the Issuer shall not: (i) declare or pay any dividends, payments

or other distributions on any of its Junior Obligations or its Parity Obligations; or

(2) redeem, reduce, cancel, buy-back or

acquire any of its Junior Obligations or its Parity Obligations (or contribute to any monies to a sinking fund for the redemption of any such obligations),

in each case until it has paid the outstanding Musawamah Sale Price (if any) in full plus one (1) Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) thereafter (“Next Distribution Payment”). For avoidance of doubt, the Next Distribution Payment will be


33

utilised to service the next Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)).

(vi) Dividend and Capital Pusher

: Payment by the Issuer of any outstanding Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) and Musawamah Sale Price (if any) will be mandatory (regardless of the Optional Deferral of Distribution) within one (1) month from any date: (i) if the Issuer has on such date declared

or paid any dividends, payments or other distributions on any of its Junior Obligations or Parity Obligations; or

(ii) if the Issuer has on such date redeemed,

reduced, cancelled, bought-back or acquired any of its Junior Obligations or Parity Obligations (or contribute to any monies to a sinking fund for the redemption of any such obligations).

(vii) Set-off : Subject to applicable law, no Sukukholder may

exercise, claim or plead any right of set-off, deduction, withholding or retention in respect of any amount owed to it by the Issuer in respect of, or arising under or in connection with the Perpetual Sukuk, and each Sukukholder shall, by virtue of its holding of any Perpetual Sukuk, be deemed to have waived all such rights of set-off, deduction, withholding or retention against the Issuer. Notwithstanding the preceding sentence, if any of the amounts owing to any Sukukholder by the Issuer in respect of, or arising under or in connection with the Perpetual Sukuk is discharged by set-off, such Sukukholder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Issuer (or, in the event of its winding up or administration, the liquidator or as appropriate, administrator of the Issuer) and, until such time as payment is made, shall


34

hold such amount in trust for the Issuer (or the liquidator or as appropriate, administrator of the Issuer) and accordingly any such discharge shall be deemed not to have taken place.

(viii) Redemption via execution of Musharakah Sale Undertaking

: The Perpetual Sukuk are perpetual securities with no fixed final date of redemption. The Perpetual Sukuk may be redeemed at the option of the Issuer (but not the Sukukholders) and subject to the prior approval and/or consent of BNM and/or other relevant authorities (if any) in the event that the Issuer elects for such issuance (the whole and not part of a series) of the Perpetual Sukuk to be included in the calculation of capital ratio of the Issuer upon the occurrence of any Dissolution Events at the relevant Exercise Price by exercising the Musharakah Sale Undertaking. All Perpetual Sukuk redeemed by the Issuer at its option shall be cancelled and may not be reissued or resold.

(ix) Optional Redemption

: The Issuer may, at its option and subject to item 2(y)(viii) above, redeem all or part of the Perpetual Sukuk (on a pro-rata basis) at the relevant Exercise Price on the Call Date. The Issuer shall give not less than thirty (30) days’ and not more than sixty (60) days’ prior written notice (which notice shall be irrevocable) to the Trustee (for and on behalf of the Sukukholders) for the Optional Redemption.

(x) Accounting Event

: If as a result of any changes or amendments to the Financial Reporting Standards (“FRS”) in Malaysia or any other accounting standards that may replace FRS for the purposes of the Issuer’s consolidated financial statements (the “Relevant Accounting Standard”), the Perpetual Sukuk must no longer be recorded as “equity” pursuant to the Relevant Accounting Standard, an Accounting Event shall have occurred.

(xi) Accounting Event Redemption

: If at any time an Accounting Event has occurred and is continuing and the auditor of the Issuer has delivered an opinion that an Accounting Event has occurred, the Issuer may, at its option and subject to item 2(y)(viii) above, redeem the Perpetual Sukuk (in whole, but not in part) at the Exercise Price.


35

The Issuer shall give not less than thirty (30) days’ and not more than sixty (60) days’ prior written notice (which notice shall be irrevocable) to the Trustee (for and on behalf of the Sukukholders) for the Accounting Event Redemption.

(xii) Tax Event : If at any time the Issuer has or will become obliged to pay additional amounts as provided or referred to in section 2(y)(xxiv) as result of any change in, or amendment to, the laws or regulations of Malaysia, or any change in the application or official interpretation of such laws (“Tax Event”), the tax agent to the Issuer must deliver an opinion to the effect that a Tax Event has occurred.

(xiii) Tax Event Redemption

: If at any time a Tax Event has occurred and is continuing and the tax agent of the Issuer has delivered an opinion that a Tax Event has occurred, the Issuer may, at its option and subject to item 2(y)(viii) above, redeem the Perpetual Sukuk (in whole, but not in part) at the Exercise Price. The Issuer shall give not less than thirty (30) days’ and not more than sixty (60) days’ prior written notice (which notice shall be irrevocable) to the Trustee (for and on behalf of the Sukukholders) for the Tax Event Redemption.

(xiv) Privatisation Event

: If at any time any of the shareholders of the Issuer acting on its own or acting in concert with any other parties, undertake an exercise to take the Issuer private or the Issuer fails to maintain its status as a public listed company, a Privatisation Event has occurred.

(xv) Privatisation Event Redemption

: If at any time a Privatisation Event has occurred and is continuing, the Issuer may, at its option and subject to item 2(y)(viii) above, redeem the Perpetual Sukuk (in whole, but not in part) at the Exercise Price by giving written notice with such notice period as may be determined by the Issuer (which notice shall be irrevocable) to the Trustee (for and on behalf of the Sukukholders). Should the Issuer decide not to exercise its right of redemption under the Privatisation Event Redemption, the Sukukholders shall receive the Special Distribution Amount instead of Periodic Distribution Amount.


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For any avoidance of doubt, should the Privatisation Event occur in any day between the date of issue of the Perpetual Sukuk (inclusive) and ending on the first Periodic Distribution Date (exclusive), or from the Periodic Distribution Date (inclusive) and ending on the next succeeding Periodic Distribution Date (exclusive), the Periodic Distribution Rate and Special Distribution Rate shall be applied accordingly based on a pro-rata basis (actual/365 days).

(xvi) Shareholder/ Shareholding Event

: A Shareholder/Shareholding Event shall have occurred, if at any time: (i) The Issuer reduces its issued capital in

any way (except by way of a duly authorised buy-back of shares by the Issuer); or

(ii) The existing shareholders of the Issuer,

AEON Co., Ltd. and AEON Financial Service Co., Ltd. ceases to directly or indirectly hold or control (either individually or collectively) at least 51% of the issued and paid up capital of, and the voting shares in, the Issuer;

(iii) The Issuer enters into any transactions,

requiring shareholders’ approval, and such transactions have been entered into without the consent of the Sukukholders, save and except for such transactions (i) typically and regularly tabled at its annual general meeting, (ii) is required to be tabled at its annual general meeting, (iii) which will or will cause an increase in the issued capital of the Issuer, (iv) in relation to any authorised buy-back of the Issuer’s shares or (v) such other transactions which will not have a Material Adverse Effect;

(iv) The Issuer carries out any exercise which will cause the share capital of the Issuer to be reduced; or

(v) Save for those disclosed in writing to the

JLMs prior to the date of the Transaction Documents, the Issuer’s subsidiaries


37

have any present or future dividend restriction arrangements/ agreements (save and except where the dividend restriction is imposed by lenders as a condition for the availability of credit or financing facilities); or

(vi) The Issuer enters into any dissolution or

winding up of itself, or any amalgamation, consolidation, merger or restructuring the result of which would diminish the share capital of the Issuer.

(xvii) Shareholder/

Shareholding Event Redemption

: If at any time a Shareholder/Shareholding Event has occurred and is continuing, the Issuer may, at its option and subject to item 2(y)(viii) above, redeem the Perpetual Sukuk (in whole, but not in part) at the Exercise Price by giving written notice with such notice period as may be determined by the Issuer (which notice shall be irrevocable) to the Trustee (for and on behalf of the Sukukholders). Should the Issuer decide not to exercise its right of redemption under the Shareholder/Shareholding Event Redemption, the Sukukholders shall receive the Special Distribution Amount instead of Periodic Distribution Amount. For any avoidance of doubt, should the Shareholder/Shareholding Event occur in any day between the date of issue of the Perpetual Sukuk (inclusive) and ending on the first Periodic Distribution Date (exclusive), or from the Periodic Distribution Date (inclusive) and ending on the next succeeding Periodic Distribution Date (exclusive), the Periodic Distribution Rate and Special Distribution Rate shall be applied accordingly based on a pro-rata basis (actual/365 days).

(xviii) Exercise Price : The Exercise Price payable under the sale agreement pursuant to the Musharakah Sale Undertaking shall be calculated as follows: (1) the nominal value of the Perpetual

Sukuk; plus (2) the aggregate Periodic Distribution

Amount (or Special Distribution Amount where applicable pursuant to the


38

occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) from the issue date (including any Musawamah Sale Price) calculated up to and inclusive of the date of redemption; less

(3) the distributable income generated from

the respective Musharakah Venture paid out in the form of Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) (including all Advance Profit Payment made (if any)).

(xix) Winding

Up/Musharakah Purchase Undertaking

“Winding Up” means a final and effective order or resolution by a competent authority for the bankruptcy, winding up, liquidation or similar proceedings in respect of the Issuer. Upon the Winding Up of the Issuer (other than pursuant to a Permitted Reorganisation (as defined herein)) the Perpetual Sukuk shall rank: (i) junior to all other creditors of the Issuer;

(ii) pari passu with all the Parity Obligations;

and

(iii) senior to the holders of the Issuer’s ordinary shares and any other securities or obligations of the Issuer that are subordinated to the Perpetual Sukuk, including any preference shares.

“Permitted Reorganisation” means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking and assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Perpetual Sukuk.


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Pursuant to the Musharakah Purchase Undertaking, upon such Winding Up of the Issuer, each Perpetual Sukuk shall be entitled to receive in Ringgit Malaysia an amount equal to the Liquidation Distribution (as defined herein) payable upon the date of Winding Up of the Issuer (“Liquidation Date”). “Liquidation Distribution” payable pursuant to the Musharakah Purchase Undertaking shall be calculated as follows: (1) the nominal value of the Perpetual

Sukuk; plus (2) the aggregate Periodic Distribution

Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) from the issue date (including any Musawamah Sale Price) calculated up to the Liquidation Date or dissolution of the relevant Musharakah Venture (as the case maybe); less

(3) the distributable income generated from

the respective Musharakah Venture paid out in the form of Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) (including all Advance Profit Payment made (if any)).

(xx) Proportionate

Liquidation Distribution

If, upon the Winding Up, the amounts available for payment are insufficient to cover the Liquidation Distribution and any liquidation distributions of any Parity Obligation, but there are funds available for payment so as to allow payment of part of the Liquidation Distribution, then each Sukukholder shall be entitled to receive its proportionate share of the Relevant Proportion of the Liquidation Distribution.


40

“Relevant Proportion” means, in relation to any partial payment of any Liquidation Distribution, the total amount available for any such payment and for making any liquidation distribution on any Parity Obligation divided by the sum of: (i) the full Liquidation Distribution before

any reduction or abatement hereunder; and

(ii) the amount (before any reduction or abatement hereunder) of the full liquidation distribution on any Parity Obligations, converted where necessary into the same currency in which liquidation payments are made to creditors of the Issuer.

(xxi) Voting Rights The Sukukholder(s) shall have no voting rights

in the Issuer.

(xxii) Compensation for Late Payment (Ta’widh)

In the event of overdue payments of any amount pursuant to the Musharakah Sale Undertaking or the Musharakah Purchase Undertaking, as the case may be, the Issuer shall pay compensation (Ta’widh) on such overdue amounts at the rate and manner prescribed by the Shariah Advisory Council of the SC.

(xxiii) Form and

Denomination : The Perpetual Sukuk shall be issued in

accordance with MyClear Procedures and Rules as applicable from time to time. The Perpetual Sukuk shall be represented by a global certificate (exchangeable for definitive certificates on the occurrence of certain limited events) and/or any other procedures or guidelines issued by the relevant authorities. The global certificate shall be deposited with BNM. Denomination The denomination of the Perpetual Sukuk will be issued at RM1.0 million or in multiples of RM1.0 million thereof or such other denominations to be mutually agreed by the Issuer and the PA/LA as may be allowed by MyClear / BNM at the time of issuance.

(xxiv) Taxation : All payments by the Issuer shall be made without withholding or deductions for or on account of any present or future tax, duty or charge of


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whatsoever nature imposed or levied by or on behalf of Malaysia, or any other applicable jurisdictions, or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law in which event the Issuer shall not be required to make such additional amount or to ensure that the payee would receive the full amount which the payee would have received if no such withholding or deductions are made.

(xxv) Transaction Documents

: The Transaction Documents shall include the following: (a) the Perpetual Sukuk Programme

Agreement;

(b) the Trust Deed; (c) the Subscription Agreement(s); (d) Securities Lodgment Form for Central

Securities Depository and Paying Agency Services; and

(e) such other agreements as may be advised

by the Transaction solicitor and/or the PA/LA.

(xxvi) Legal Fees,

Stamp Duty and Other Expenses

: All costs and expenses including but not limited to legal and other professional fees, stamp duty (if any), out-of-pocket expenses, fees for the Central Depository and Paying Agent, Trustee, Facility Agent, SC and other regulatory fees (if any), and other costs and expenses, shall be for the account of the Issuer and on a full indemnity basis.

(xxvii) Governing Laws : The Perpetual Sukuk and Transaction Documents shall be governed by the laws of Malaysia and be subject to the exclusive jurisdiction of the courts of Malaysia.

(xxviii) Other Conditions

: The Perpetual Sukuk shall at all times be subject to such guidelines, rules and directives to be issued from time to time by the SC and/or BNM having jurisdiction over matters pertaining to the Perpetual Sukuk.


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Annexure I: Structure and Mechanism for the Musharakah Transaction

ACSM

(Issuer)

Trustee

Sukukholder(s)

Musharakah Venture

4a. Musharakah Purchase Undertaking

4b. Musharakah Sale Undertaking

1a. Identifies Business 1d. Invests in Musharakah Venture

ACSM

(Issuer)

Sukukholder(s)

ACSM

(Manager)

3a. Appoints as Manager

2. Musharakah Distribution Amount

3b. Manages

Venture

1c. Issues Sukuk 1b. Sukuk Proceeds/

Musharakah Capital

Musharakah Venture

1b. & 1d. Musharakah Capital & Invests in Musharakah Venture


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Step Description

1a. The Issuer and the Investor(s) will form a Musharakah from time to time to invest in the Shariah-compliant business(es) of the Issuer to be identified prior to each issuance of the Perpetual Sukuk (“Business”).

1b., 1c. & 1d.

In respect of the issuance of each tranche of the Perpetual Sukuk, the investor(s) of each tranche of the Perpetual Sukuk shall from time to time, via the Trustee, form a Musharakah partnership with the Issuer to invest directly into the Business (“Musharakah Venture”) identified for that particular tranche by entering into a Musharakah agreement as partners (each a “Partner” and collectively the “Musharakah Partners”). The Issuer will issue the Perpetual Sukuk to such investor(s) and such investor(s) will participate in the relevant Musharakah Venture via subscription of the Perpetual Sukuk issued by the Issuer. The Perpetual Sukuk shall represent the respective investor(s)’ undivided proportionate interest in the relevant Musharakah Venture. The capital contribution of the holders of the Perpetual Sukuk (“Sukukholders”) to the Musharakah Venture is the proceeds raised from each tranche of the Perpetual Sukuk while the Issuer will contribute cash as capital into the Musharakah Venture which will be ascertained prior to the establishment of each Musharakah Venture (“Musharakah Capital”). Simultaneously, the Issuer shall make a declaration that it holds on trust the Musharakah Partners’ interest in the Business for the benefit of the Sukukholder(s) and itself pursuant to the Musharakah Venture.

2. Income from the Musharakah Venture to each Partner based on profit sharing ratios which will be determined prior to the issuance of the Perpetual Sukuk. Any loss incurred in the Musharakah Venture to each Partner shall be in proportion to each Partner’s respective Musharakah Capital in the Musharakah Venture.

3a.& 3b. The Sukukholders shall appoint the Issuer as the manager to manage the Musharakah Venture (“Manager”). With the appointment of the Manager, the Sukukholder(s) agree that the Manager shall be delegated amongst others, a specific duty of monitoring the Issuer and reporting on any Privatisation Event and Shareholder/Shareholding Event (collectively, the “Special Event”). Where at each Periodic Distribution Date if there is no occurrence of any of the Privatisation Event and/or Shareholder/Shareholding Event (collectively, “Special Event”) and the Manager reports to the Trustee (for the benefit of the Sukukholders) to confirm as much, then the Sukukholders shall be receiving the income equal to the Periodic Distribution Amount on the relevant Periodic Distribution Date. The Periodic Distribution Rate for each tranche shall be determined between the Sukukholders and the Issuer prior to each issuance of the Perpetual Sukuk.


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Step Description

Should any Special Event occur and the Issuer does not exercise its right of redemption under the Privatisation Event Redemption and Shareholder/Shareholding Event Redemption, the Sukukholders shall be entitled for the Special Distribution Amount (as defined herein) based on the Special Distribution Rate. Should any Special Event occur on any day between the date of issue of the Perpetual Sukuk (inclusive) and ending on the first Periodic Distribution Date (exclusive), or from the Periodic Distribution Date (inclusive) and ending on the next succeeding Periodic Distribution Date (exclusive) and the Issuer does not exercise its right of redemption under the Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe), the Periodic Distribution Rate and the Special Distribution Rate shall be applied accordingly based on a pro-rata basis (actual/365 days). The Sukukholders agree that any excess income from the Musharakah Venture above the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) shall be retained by the Manager as a reserve (“Reserve”) on a custody basis on behalf of the Sukukholders (in the event the actual income generated from the relevant Musharakah Venture is insufficient to meet the minimal amount to enter into the Musawamah Transaction or in the event that no income is generated from the Musharakah Venture and the Issuer requests for a deferment of the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)). Upon dissolution of the Musharakah Venture pursuant to the Dissolution Events or Enforcement Events and if there is a positive balance in the Reserve, such amount will be paid to the Manager as an incentive fee by way of concept of tanazul.

4a. & 4b. The Trustee (for and on behalf of the Sukukholders) shall issue a sale undertaking (“Musharakah Sale Undertaking”) to the Issuer, where the Trustee (for and on behalf of the Sukukholders) undertakes to sell the relevant Sukukholders’ interest in the relevant Musharakah Venture to the Issuer at the relevant Exercise Price upon redemption of the Perpetual Sukuk pursuant to the Dissolution Events in accordance with the terms set out herein. The Issuer shall issue a purchase undertaking (“Musharakah Purchase Undertaking”) to the Trustee (for and on behalf of the Sukukholders), where the Issuer undertakes to purchase the Sukukholders’ interest in the Musharakah Venture from the Trustee (for and on behalf of the Sukukholders) at the relevant Liquidation Distribution upon (i) the declaration of an Enforcement Event where a court order is made or an effective resolution is passed for the winding-up or dissolution of the Issuer in accordance with the terms set out herein or (ii) dissolution of


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Step Description

the relevant Musharakah Venture in the event the Musharakah Venture does not generate any income i.e. zero income and the Reserve has been fully utilised i.e. zero balance, as the case maybe. The income from the relevant Musharakah Venture of up to the relevant Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) shall be distributed semi-annually to the Sukukholders of that particular tranche of the Perpetual Sukuk on each Periodic Distribution Date. Any shortfall between the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) and the actual income generated from the Musharakah Venture shall be paid by the Issuer as an advance profit payment (“Advance Profit Payment”). The source of the Advance Profit Payment will be from revenue and or sources of cash of the Issuer. For avoidance of doubt, the Advance Profit Payment will be set-off against the relevant Exercise Price pursuant to the Musharakah Sale Undertaking or the relevant Liquidation Distribution pursuant to the Musharakah Purchase Undertaking, as the case may be. In the event there is a request for a deferment of Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)), there will not be any Advance Profit Payment.


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Annexure II: Structure and Mechanism for the Musawamah Transaction

Step Description

1 When the Musawamah Investment Notice is issued from time to time, the Issuer will invoke the Musawamah Undertaking to initiate the Musawamah Transaction.

2 The Issuer, in the capacity as Agent (acting on behalf of the Trustee (for and on behalf of the Sukukholders)), shall appoint a CTP to purchase the Commodities from the Commodity Seller on a spot basis. The Issuer, in the capacity as Commodity Trustee will declare a trust in favour of the Sukukholders over the Commodities.

3 The Commodity Trustee as a seller shall sell the Commodities to the Issuer as a buyer at the Musawamah Sale Price which will be payable on the next Periodic Distribution Date. The Musawamah Sale Price may be further deferred for another Periodic Distribution Period at the request of the Issuer. For avoidance of doubt, the Musawamah Sale Price that is deferred shall be payable on the following Periodic Distribution Date unless further deferment is requested by the Issuer. In the event the Issuer decides to defer the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)), a Musawamah Transaction may be entered into under the following scenarios: (i) if there is sufficient income generated from the relevant Musharakah

Venture to satisfy the payment of the relevant Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to

Commodity Seller

CTP

ACSM (Agent/

Commodity

Trustee)

ACSM

(Issuer)

Commodity

Buyer

Trustee on behalf of

Sukukholders

2. Musawamah Investment Amount

2. Purchase Commodities at spot

2. Instruct to purchase Commodities at spot


3. Payment of Musawamah Sale Price

at next Periodic Distribution Date

1. Issue Musawamah Investment Notice

3. Sell Commodities at Musawamah Sale Price


4. Instruct to sell Commodities at spot

4. Sell Commodities at spot

4. Musawamah Investment

Amount


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Step Description

the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)), the Trustee will use the amount equivalent to the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) (being deferred) to enter into the Musawamah Transaction and sell the Commodities to the Issuer at the Musawamah Sale Price; or

(ii) if there is a shortfall between the Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)) and the income generated from the relevant Musharakah Venture to satisfy the payment of the relevant Periodic Distribution Amount (or Special Distribution Amount where applicable pursuant to the occurrence of any Special Event and there is no Privatisation Event Redemption or the Shareholder/Shareholding Event Redemption (as the case maybe)), the Trustee will use the actual income generated from the relevant Musharakah Venture and/or the Reserve (in the event the actual income generated from the relevant Musharakah Venture is insufficient to meet the minimal amount to enter into the Musawamah Transaction or in the event no income is generated from the relevant Musharakah Venture) to enter into the Musawamah Transaction and sell the Commodities to the Issuer at the Musawamah Sale Price.

In the event the actual income generated from the relevant Musharakah Venture and the Reserve is insufficient to meet the minimal amount to enter into the Musawamah Transaction or in the event the Musharakah Venture does not generate any income, i.e. zero income and the Reserve has been fully utilized i.e. zero balance, the Musharakah Venture shall be dissolved through an exercise of the Musharakah Purchase Undertaking and an amount equivalent to the nominal value of the Perpetual Sukuk from the Liquidation Distribution (“Net Liquidation Distribution”) shall be applied towards investment in a new Musharakah Venture that shall be either an investment in a different Business (other than the previous Business under the dissolved Musharakah Venture) or an investment in the same Business but of a different phase. The balance of the Liquidation Distribution (Liquidation Distribution – Net Liquidation Distribution) (“Balance Liquidation Distribution”), if any, shall be paid by the Issuer on the next Periodic Distribution Date unless further deferment is requested by the Issuer by way of a notice to the Sukukholders. Any part or full payment of such Balance Liquidation Distribution shall be shared by the Sukukholders of all outstanding Perpetual Sukuk on a pro-rata basis. The accounting entries associated with the dissolution of the Musharakah Venture and investment into a new Musharakah Venture shall be made in the books of the Issuer as the Manager of the Musharakah Venture.


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Step Description

For the avoidance of doubt, a dissolution of the Musharakah Venture in this manner will not result in any redemption of the Perpetual Sukuk then in issue by the Issuer or involve either the issuance of any new or additional Perpetual Sukuk or a variation in the terms of the Perpetual Sukuk then in issue. Under the trust deed, the Trustee (on behalf of the Sukukholders) irrevocably authorizes the Manager to, in its sole discretion, invest all the Net Liquidation Distribution pursuant to the Musharakah Purchase Undertaking into a new Musharakah Venture. The new Musharakah Venture will be created as per the terms of the previous Musharakah Venture.

4 The Issuer shall appoint a CTP to sell the Commodities to the Commodity Buyer on a spot basis for a cash consideration.