Sie sind auf Seite 1von 46

DAWAMA SDN BHD

Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme


(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

Proposed Issue of, Offer for Subscription or Purchase of, or Invitation to Subscribe for
or Purchase of the Sukuk Musyarakah under the Sukuk Musyarakah MTN Programme
of up to RM140.0 Million.

(Information required under paragraph 4.01 of the Guidelines on Offering of Islamic


Securities issued on 26 July 2004).

1. BACKGROUND INFORMATION

(a) Issuer

(i) Name Dawama Sdn Bhd


(“Dawama” or “the Issuer”)

(ii) Address Kompleks Dawama


Lot 1037, Jalan AU3/1
54200 Ampang/Hulu Kelang
Selangor

(iii) Business Registration No. 496408-K

(iv) Date/Place of Incorporation 14 October 1999/ Malaysia

(v) Date of Listing (in case of a Not applicable


public listed company)

(vi) Status a) Resident-controlled company


b) Bumiputera-controlled company

(vii) Principal Activities The Issuer is engaged in pre-press, design,


typesetting, printing, distribution and marketing
of textbooks and other publications from
Dewan Bahasa dan Pustaka.

(viii) Board of Directors i. Muhamad Luqman Che Harun


ii. Datuk Abdul Ghani Ngah
iii. Kamaruzaman Muda
iv. Hazli Ibrahim

Private & Confidential 1


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

(ix) Structure of Shareholdings As at 30 June 2008, the shareholders of


and Names of Shareholders Dawama are as follows:

Shareholder Shares %
DTP Enterprise Sdn Bhd 8,542,500 51
Konsortium Dewan Edar 6,700,000 40
(M) Sdn Bhd
Dato’ Azhar Hashim 1,507,500 9

(x) Authorised and paid-up capital Authorised capital as at 30 June 2008


RM25,000,000.00 divided into 25,000,000
ordinary shares of RM 1.00 each
Paid-up capital as at 30 June 2008
RM16,750,000.00 divided into 16,750,000
ordinary shares of RM 1.00 each

Private & Confidential 2


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

2. PRINCIPAL TERMS AND CONDITIONS

(a) Names of parties involved in the proposed transaction (where applicable)


(i) Principal Adviser(s) / MIMB Investment Bank Berhad
Lead Arranger(s) (Company No: 10209-W) (“MIMB”)

(ii) Arranger(s) Not applicable

(iii) Valuers Not applicable

(iv) Solicitors Messrs Zul Rafique & partners

(v) Financial Adviser Not applicable

(vi) Technical Adviser Not applicable

(vii) Guarantor Not applicable

(viii) Trustee Equity Trust (Malaysia) Berhad (Company No:


610812-W) (“Equity Trust”)

(ix) Facility Agent MIMB

(x) Primary The Primary Subscriber will be identified prior to


Subscriber(s) and the issuance of the relevant Sukuk Musyarakah
Amount Subscribed (as defined hereinafter) which are issued via a
bought deal arrangement.

(xi) Underwriter(s) and The Sukuk Musyarakah are to be issued on a


Amount Underwritten non-underwritten basis.

(xii) Syariah Adviser Dr Mohd Daud Bakar

(xiii) Central Depository Bank Negara Malaysia (“BNM”)

(xiv) Paying Agent BNM

(xv) Reporting KPMG


Accountant

Private & Confidential 3


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

(xvi) Others
 Security Trustee Equity Trust
 Musyarakah A joint venture between the Issuer and the
Partners Investors for investment in specific Syariah-
compliant activities/ businesses.
(b) Islamic principle used Musyarakah

(c) Facility description Sukuk Musyarakah MTN Programme of up to


RM140.0 million in nominal value comprising:-
1.) Senior medium term notes of up to RM120.0
million to be issued under the Islamic
principle of Musyarakah (“Senior Sukuk
Musyarakah”); and
2.) Junior medium term notes of up to RM20.0
million to be issued under the Islamic
principle of Musyarakah (“Junior Sukuk
Musyarakah”).
The Senior Sukuk Musyarakah and the Junior
Sukuk Musyarakah shall be collectively referred
as “Sukuk Musyarakah”).
Dawama shall enter into a Musyarakah
agreement for the respective series for the
purpose of undertaking a Musyarakah Venture
(as defined below) with prospective investors
(“Investors” or “Sukukholders”) invited to
provide capital through the subscription of the
relevant Sukuk Musyarakah. The interests of the
Investors in the Musyarakah Venture are
represented by Dawama in its capacity as the
Agent (wakeel) and initial trustee for the
Investors.
Dawama has been awarded a 12-year
concession from Dewan Bahasa dan Pustaka
(“DBP” or “Awarder”) for the exclusive1 right to
print and distribute school textbooks and other
publications expiring on 1 September 2014 (the

1
Under the Contract, DBP’s grant of right to Dawama in relation to the printing and
distributing of school textbooks and other publications ("Textbooks") is conditional upon DBP
being granted the exclusive right to publish the Textbooks by the Ministry Of Education. As
such, if DBP has not been given the exclusive right to publish any particular Textbooks, the
printing and distributing of such Textbooks will not be passed on to Dawama. From Dawama’s
experience, Textbooks that DBP was not granted the exclusive right to publish were
Textbooks on some non-core subjects and Textbooks written in a language other than the
national language as they require different type-setting and editorial skills.

Private & Confidential 4


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

“Contract”).
In relation thereto, the Musyarakah Venture shall
be defined as the business venture entered into
between Dawama and the Investors which
involves the undertaking and execution of the
Contract by Dawama. Pursuant to the
Musyarakah agreement, Dawama will issue the
Sukuk Musyarakah which represents the
Investors’ undivided proportionate interest in the
Musyarakah Venture. The Sukukholders shall be
entitled to the proceeds of the Musyarakah
Venture.
This arrangement is effected via the financing
concept of Musyarakah whereby the Investors
shall provide the capital required of up to
RM140.0 million in cash and Dawama shall
contribute capital in the form of valuable assets
of up to RM15.55 million to the Musyarakah
Venture (“Dawama’s Assets”). Dawama’s
Assets for the purpose of the contribution in kind
to the Musyarakah Venture shall be identified
prior to the issuance of the relevant Sukuk
Musyarakah. The capital contribution from the
Investors will be utilized by the Musyarakah
Venture for purposes as detailed in clause 2(k) of
this term sheet.

The respective stakes of the Issuer and the


Investors in the Musyarakah Venture based on
their respective capital contribution
(“Musyarakah Capital”) are as follows:-
(a) The Issuer – 10% in kind (Up to RM15.55
million);
(b) The Investors – 90% in cash (Up to
RM140.0 million).
The ratio above is referred to as the “Capital
Contribution Ratio”.
The cash contribution from Investors comprises
of up to RM120.0 million Senior Sukuk
Musyarakah and up to RM20.0 million Junior
Sukuk Musyarakah.

Private & Confidential 5


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

The Issuer shall declare a trust (“Declaration of


Trust”) in favour of the Sukukholders over all the
Issuer’s interest in the Musyarakah Venture
including but not limited to the Issuer’s fixed and
floating assets (both present and future), rights
under the Contract and rights under all
agreements relating to the Musyarakah Venture
(“Sukuk Assets”). The Sukukholders shall
appoint the Trustee to hold and administer the
Sukuk Assets.
Dawama shall accordingly be appointed as the
Project Manager to execute the Contract
including the opening of the Designated
Accounts and procuring the payments of all
income received by it from the Musyarakah
Venture and shall undertake to pay all
transaction expenses (“Transaction Expenses”)
incurred in relation to the Musyarakah Venture.
Any profit in the Musyarakah Venture shall be
shared in accordance with the pre-agreed profit
sharing ratio based on the expected profit rate of
the Sukuk Musyarakah pursuant to clause 2(g) of
this term sheet but the profit due to the
Sukukholders (the priority would be the Senior
Sukukholders, of which the Junior Sukukholders
are subordinated to the Senior Sukukholders)
shall be subject to a maximum amount
equivalent to the expected profit (“Expected
Profit”). The profit sharing ratio in the
Musyarakah Venture between the Issuer and the
investors is 1:99. Any losses derived from the
Musyarakah Venture will be shared between the
Musyarakah Partners on the basis of
Musyarakah Capital contribution.
The Expected Profit to the Investors under the
Musyarakah Venture shall be the yield for the
Sukuk Musyarakah up to the Scheduled
Dissolution (as defined herein) or the date of
declaration of event being an event which
dissolves the Musyarakah Venture (“Dissolution
Event”), whichever is applicable.

Income from the Musyarakah Venture shall be


distributed periodically by the Issuer to the
Investors in the form of periodic distributions
(“Periodic Distributions”). The Periodic
Distributions shall be made semi-annually.

Private & Confidential 6


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

Actual income in excess of the expected Periodic


Distribution amount shall be paid to the Issuer as
an incentive fee. The incentive fee is to
encourage the Issuer to meet the profit forecast
of the Musyarakah Venture. If the actual income
generated by the Musyarakah Venture is lower
than the expected periodic distribution, the Issuer
shall make good the shortfall with an amount
(“Advance Payment”) which will be set-off
against the Issuer’s obligation pursuant to a
purchase undertaking to be issued by the Issuer
in favour of the Trustee (“Purchase
Undertaking”). Pursuant to the Purchase
Undertaking, the Issuer shall purchase the
Sukukholders’ interest in the Sukuk Assets at an
Exercise Price (as defined herein) to be
calculated based on a pre-agreed formula on
maturity, upon the occurrence of a dissolution
event or any other events to be agreed between
the parties.

The Exercise Price shall be determined based on


the following formula:-

Musyarakah Capital plus Expected Profit less


total Periodic Distributions;

On any payment of the Exercise Price, Issuer will


be entitled to set-off the Exercise Price with any
advance part payment made by Issuer pursuant
to Purchase Undertaking described below.

The financing structure of the Sukuk Musyarakah


MTN Programme is illustrated in the diagram
given as Appendix to this Principal Terms &
Conditions.
(d) Issue size (RM) Senior Sukuk Musyarakah
Up to RM120.0 million in nominal value. The
issue size of the Senior Sukuk Musyarakah shall
be reduced in accordance with the Reduction
Schedule (as stated in item (2)(z)(a) herein).
Junior Sukuk Musyarakah
Up to RM20.0 million in nominal value.

Private & Confidential 7


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

(e) Issue price Up to RM120.0 million for the Senior Sukuk


Musyarakah and up to RM20.0 million for the
Junior Sukuk Musyarakah as the Sukuk
Musyarakah shall be issued at par.
(f) Tenure of the facility/issue The tenure of the Sukuk Musyarakah MTN
Programme shall be 5 years from the date of first
issuance of the Sukuk Musyarakah.
Senior Sukuk Musyarakah
The Senior Sukuk Musyarakah shall have
maturities of more than 1 year and up to 4 years
at the Issuer’s discretion provided that the Sukuk
Musyarakah matures prior to the expiry of the
Sukuk Musyarakah MTN Programme.
In any event, the maturity dates of the Senior
Sukuk Musyarakah shall be subjected to the
Reduction Schedule described herein.
Junior Sukuk Musyarakah
The Junior Sukuk Musyarakah shall have
maturities of up to 5 years at the Issuer’s
discretion provided that the Sukuk Musyarakah
matures upon the expiry of the Sukuk
Musyarakah MTN Programme.
(g) Coupon/profit or The expected Periodic Distribution/ profit rate for
equivalent rate (%) (please the respective series shall be determined prior to
specify) the issuance of the respective Sukuk Musyarakah
and the SC will be notified of the same upon its
issue.
(h) Coupon/profit payment • Profit Payment Frequency
frequency and basis
Semi-annually in arrears with the first profit
payment payable six (6) months from the
date of the issue.

• Profit Payment Basis


Actual/actual day count basis.
(i) Yield to maturity (%) The yield to maturity (“YTM”) for the respective
series shall only be determined prior to the
issuance of the respective Sukuk Musyarakah
after agreement between the Issuer and the
primary subscriber(s) / Investor(s). The SC shall
be notified of the YTM for each series of the
respective Sukuk Musyarakah.

Private & Confidential 8


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

(j) Security/Collateral The following documents (“Security Documents”)


(if any) shall be created as securities in favour of the
Security Trustee :-
a) Charge over the Designated Accounts (as
defined hereunder);
b) Assignment of the Issuer’s contractual rights,
interest, title and benefit in the Contract
including all proceeds arising therefrom
(“Assignment of Contract”); and
c) Debenture comprising fixed and floating
charge over all the Sukuk Asset.
The rights of the holders of the Junior Sukuk
Musyarakah towards the securities shall rank after
the rights of the holders of the Senior Sukuk
Musyarakah.
(k) Details on Utilisation of The proceeds from the Sukuk Musyarakah MTN
Proceeds Programme shall be utilized for the following
purposes:-
First issuance of the Senior Sukuk Musyarakah
Item Utilisation Up to
RM
Million
1. To redeem Dawama’s 100.0
existing facility (a)
Total 100.0

First issuance of the Junior Sukuk Musyarakah

Item Utilisation Up to
RM
Million

1. To pay the redemption 1.0


premium to the noteholders
under Dawama’s existing
facility(a)
2. Working capital requirements 4.0
in relation to the Contract
which are Syariah compliant
Total 5.0

Private & Confidential 9


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

For avoidance of doubt, any amount unutilised


under item (1) shall be channelled to item (2).
Notes:
(a)
Redemption of the existing Islamic CP/MTN
Programme of up to RM150.0 million
(“Islamic CP/MTN Programme”)
The Islamic CP/MTN Programme which was
arranged by Commerce International
Merchant Bank Berhad (now known as CIMB
Investment Bank Berhad) was first issued on
30 April 2004. The tenure of the Islamic
CP/MTN Programme is seven (7) years from
the date of first issue and the outstanding
notes (excluding the profit portion) as at 31
March 2009 is RM100.0 million.

Subsequent issuance of the Senior Sukuk


Musyarakah and Junior Sukuk Musyarakah

Item Utilisation Up to
RM
Million
1. Working capital requirements 35.0
in relation to the Contract
which are Syariah compliant

Total 35.0

(l) Sinking fund (if any) Please refer to Clause (z) B.

(m) Rating Senior Sukuk Musyarakah


1. Credit rating assigned Indicative long term rating of A+IS
Junior Sukuk Musyarakah
Indicative long term rating of AIS
2. Name of rating agency Malaysian Rating Corporation Berhad (Company
No. 364803 V) (“MARC”)
(n) Form and Denomination Form
The Sukuk Musyarakah will be represented by
global certificates to be deposited with BNM and
shall be issued in bearer form and are
exchangeable for definitive certificates only in
certain circumstances set out in the Transaction

Private & Confidential 10


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

Documents. No physical delivery of the Sukuk


Musyarakah shall be allowed.
Denomination
The Sukuk Musyarakah shall be issued in the
denomination of Ringgit Malaysia One Million
(RM1,000,000) each and in multiples of Ringgit
Malaysia One Million (RM1,000,000) each or
such other denomination as agreed between
Issuer and Facility Agent and approved by the
SC in accordance with the FAST Rules.

(o) Mode of issue The Sukuk Musyarakah may be issued by a


direct placement on a best effort basis or a
bought deal basis or book running on a best
effort basis.

The Sukuk Musyarakah shall be issued in


accordance with (1) “Code of Conduct and
Market Practices for the Malaysian Corporate
Bonds Market” issued by the Institut Peniaga Bon
Malaysia and approved by BNM (“IPBM Code”),
(2) the “Rules on the Scripless Securities under
the Real Time Electronic Transfer of Funds and
Securities (“RENTAS”) System issued by BNM
(“RENTAS Rules”) and (3) the Rules on the Fully
Automated System For Issuing/Tendering
(“FAST”) issued by BNM (“FAST Rules”).

(p) Selling restrictions Selling restrictions at issuance

The Sukuk Musyarakah:-


(a) shall not be offered, sold, transferred or
otherwise disposed of directly or indirectly
other than to a person to whom an offer or
invitation to subscribe the Sukuk
Musyarakah and to whom the Sukuk
Musyarakah are issued would fall within
Schedule 6 or Section 229(1)(b) of the
Capital Markets and Services Act, 2007
(“CMSA”), Schedule 7 or Section
230(1)(b) of the CMSA and Schedule 9 or
Section 257(3) of the CMSA; and

(b) shall not be offered pursuant to an offer to


the public within the meaning of Section
4(6) of the Companies Act, 1965 (as
amended) of Malaysia (“Companies
Act”).

Private & Confidential 11


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

Selling restrictions thereafter

The Sukuk Musyarakah:-


(a) shall not be offered, sold, transferred or
otherwise disposed of directly or indirectly
other than to a person to whom an offer or
invitation to purchase the Sukuk
Musyarakah would fall within Schedule 6
or Section 229(1)(b) of the CMSA and
Schedule 9 or Section 257(3) of the
CMSA; and

(b) shall not be offered pursuant to an offer to


the public within the meaning of Section
4(6) of the Companies Act.

(q) Listing status The Sukuk Musyarakah shall not be listed on the
Bursa Malaysia Securities Berhad or any other
stock exchange.
(r) Minimum level of First issuance:
subscription (RM or %) RM100.0 million for Senior Sukuk Musyarakah and
RM1.0 million for Junior Sukuk Musyarakah.
Subsequent issuance:
RM5.0 million for Senior Sukuk Musyarakah and
RM1.0 million for Junior Sukuk Musyarakah.

(s) Other regulatory approvals Not applicable


required in relation to the
issue, offer or invitation
and whether or not
obtained. (please specify)

(t) Identified Assets Not applicable

(u) Purchase and selling Not applicable


price/rental (where
applicable)
(v) Conditions Precedent Conditions precedent to initial Sukuk Musyarakah
issuance shall include but not limited to the
following:
Main Documentation
1. The Transaction Documents (save and except
for the Security Documents that are unable to

Private & Confidential 12


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

be perfected due to the existing security


created under the Islamic CP/MTN Programme
(“Existing Security”)) shall have been
completed and executed in form and
substance acceptable to the Facility Agent and
the Trustee and stamped or endorsed as
exempted from stamp duty (where applicable)
and presented for registration with the relevant
agencies;
Issuer
1. Receipt by Facility Agent of the following: -
(i) Certified true copy of the Issuer’s
Certificate of Incorporation, Memorandum
& Articles of Association, Forms 24, 44
and 49 and other statutory forms as may
be required;
(ii) Certified true copy of the Issuer’s Board of
Directors’ Resolution authorising (1) the
issuance of the Sukuk Musyarakah, (2)
the execution of the Transaction
Documents and carrying out of all its
obligations under the Transaction
Documents, (3) the list of persons
authorised to give notices or
communications in relation to the Sukuk
Musyarakah MTN Programme, (4) the
opening of the Designated Accounts and
(5) the appointment of authorised
signatory(ies) to accept and to operate the
accounts referred to above;
(iii) Specimen signatures of the Issuer’s
respective authorised signatories;
Searches
1. The company search results on the Issuer
being satisfactory to the Facility Agent;
2. A report of the winding up search conducted at
the office of the Director-General of Insolvency
confirming that the Issuer has not been wound
up;
Special Conditions
Receipt by the Facility Agent of the following:-

Private & Confidential 13


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

1. Management fee to be paid to DTP Enterprise


Sdn Bhd (“DTP”) and/or other intermediaries
for the sourcing of the paper supply shall
be abolished;
2. Letter of undertaking from Dawama that it shall
only transact directly with party(ies) acceptable
by the Facility Agent for the purchase of paper.
3. Letter of undertaking from Dawama that the
amount of trade receivables outstanding from
its related companies, Konsortium Dewan Edar
(M) Sdn Bhd (“KDE”) and DTP, shall not be
more than 20.0% of its annual revenue,
commencing the financial year ending 30 April
2009.
Others
1. The Sukuk Musyarakah shall have been
approved by the SC and other relevant
authorities (if any) having jurisdiction over
matters pertaining to the Sukuk Musyarakah
MTN Programme;
2. Receipt of the redemption statement cum
undertaking from existing chargee(s) stating
the amount payable for the redemption of the
existing borrowings of Dawama under the
existing Islamic CP/MTN Programme, and the
undertaking to discharge the charges free from
their security interests immediately upon
receipt of the redemption sum;
3. All required approvals and licences for the
Issuer have been obtained;
4. Confirmation from MARC the Sukuk
Musyarakah MTN Programme has been
accorded a minimum long term credit rating of
A+IS for the Senior Sukuk Musyarakah and AIS
for the Junior Sukuk Musyarakah.
5. Receipt of an endorsement/approval from the
Syariah Adviser in respect of the Sukuk
Musyarakah MTN Programme;
6. DBP shall have issued a letter of consent in
respect of the Assignment of Contract in favour
of the Security Trustee and undertake to
execute the acknowledgment of notice of
assignment of Contract and to remit the

Private & Confidential 14


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

proceeds into the Issuer’s Revenue Account


upon release and reassignment of the existing
assignment over the Contract;
7. Documentary evidence on the establishment of
the relevant Designated Accounts;
8. Evidence that arrangements have been made
to pay all transaction fees, costs and expenses
that are required to be paid at the time;
9. Evidence that the Issuer has deposited an
amount of up to RM6.0 million or an amount
equivalent to the next profit payment due in the
FSRA (as defined herein);
10. Evidence that there is sufficient amount of
money in the FSRA established and
maintained pursuant to the Islamic CP/MTN
Programme to satisfy any excess of the
redemption amount (including any profit or
premium) over the aggregate minimum
subscription level of RM101 million for first
issuance under both Senior Sukuk Musyarakah
and Junior Sukuk Musyarakah or evidence that
the Issuer has deposited such excess in
account to be specified by the Trustee.
11. Completion of the due diligence exercise
including the issuance of a legal due diligence
report by the Solicitors in a manner satisfactory
to the Lead Arranger and the outcome of the
due diligence exercise being satisfactory to the
Lead Arranger;
12. Written confirmation from the Solicitors for the
Lead Arranger that all the conditions precedent
shall have been complied with or waived;
13. The Trustee shall have received a certified true
copy of the Contract and any amendments
made thereto;
14. Receipt of satisfactory legal opinion from the
Solicitors advising on, among others, the
legality, validity and enforceability of the
Transaction Documents and that all Security
Documents are duly perfected (save and
except for the Security Documents which are
unable to be perfected) and that the
confirmation that all conditions precedent have

Private & Confidential 15


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

been met;
15.Confirmation that no Dissolution Event has
occurred or shall occur as a result of the
issuance of the Sukuk Musyarakah;
16. The Security Trustee shall have received
satisfactory evidence that the power of attorney
granted by the Issuer under the Security
Documents (save and except for the Security
Documents that are unable to be perfected due
to the Existing Security) have been lodged for
registration with the High Court of the States of
Malaya;
17.The Facility Agent shall have received evidence
that the Form 34 of the Companies Act 1965 in
respect of the Security Documents (save and
except for the Security Documents that are
unable to be perfected due to the Existing
Security) have been lodged with the
Companies Commission of Malaysia for
registration pursuant to Section 108 of the
Companies Act 1965;
18. All representations and warranties remain true
and correct; and
19. Such other terms and conditions as may be
advised by the Solicitors to be mutually agreed
by the Facility Agent and the Issuer.
The Facility Agent may waive any of the conditions
precedent in whole or in part at its discretion with
or without conditions without prejudice to its rights
to insist on compliance by the Issuer at any
subsequent date.
Conditions subsequent to initial Sukuk
Musyarakah issuance
Shall include but not limited to the following:
1. The perfection of the Charge over the
Designated Accounts and Assignment of
Contract once the Existing Security has been
discharged and reassigned back to the Issuer;
2. Receipt of the relevant notices of assignment
issued to the Awarder and the duly executed
acknowledgement of the notices of assignment
from such parties pursuant to the Assignment

Private & Confidential 16


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

of Contract;
3. Receipt of the relevant notices of charge
issued to the relevant financial institutions
where the Designated Accounts are being
maintained and the duly executed
acknowledgement of the notices of charge from
such financial institutions pursuant to the
Charge over the Designated Accounts.
Conditions Precedent to subsequent Sukuk
Musyarakah issuance
Shall include but not limited to the following:
1. The Issuer’s certification that all representations
and warranties and covenants under the
Transaction Documents remain true and
correct;
2. Confirmation that no Dissolution Event has
occurred or shall occur as a result of the
relevant issuance of the Sukuk Musyarakah;
3. All financial obligations due and payable under
the the Sukuk Musyarakah MTN Programme
are fully settled by the Issuer;
4. No material adverse change to the financial
conditions of the Issuer; and
5. Such other terms and conditions as may be
advised by the Solicitors to be mutually agreed
by the Facility Agent and the Issuer.

(w) Representations and The Transaction Documents will provide for


Warranties representations and warranties, usual and
customary for such transactions and such other
representations as may be advised by the
Solicitors including but not limited to the following:-
(a) Status: Dawama is a company duly
incorporated with limited liability and
validly existing under the laws of
Malaysia.
(b) Authorisations: the memorandum and
articles of association of the Issuer
incorporate provisions which authorise,
and all necessary corporate action has
been taken to authorise, and all
authorisations of any governmental or

Private & Confidential 17


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

other authority have been duly and


unconditionally obtained and are in full
force and effect to authorise the Issuer to
own its assets, carry on its business as it is
being conducted, and sign and deliver,
and exercise its rights and perform the
transactions contemplated in the
Transaction Documents, to issue the
Sukuk Musyarakah and to perform its
obligations specified therein and under the
Sukuk Musyarakah MTN Programme and
in accordance with its terms.
(c) Non-violation: neither the execution and
delivery of the Transaction Documents
nor the performance of any of the
transactions contemplated in the
Transaction Documents does or will:
(i) contravene or constitute a default
under any provision contained in
any contract, undertaking,
agreement, instrument, law,
judgement, order, licence, permit
or consent by which the Issuer or
any of its assets is bound or
affected; or
(ii) cause any limitation on the Issuer
or the powers of its directors,
whether imposed by or contained
in its memorandum and articles of
association or in any other law,
order, judgement, agreement,
instrument or otherwise, to be
exceeded; or
(iii) result in the creation or imposition
of, or any obligation to create or
impose, any mortgage, lien,
pledge, charge or other security
interest or any of its assets
pursuant to the provisions of any
other contract, undertaking or
instrument.
(d) Registration: save for Security
Documents which are unable to be
perfected due to the Existing Security and
which will be perfected upon full
redemption of the notes issued under the

Private & Confidential 18


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

Islamic CP/MTN Programme, all


authorisations, approval, consent, licence,
exemption, registration, recording, filing or
notarisation of the Transaction
Documents and payment of all duty and
all other action whatsoever which is
necessary to ensure the legality, validity
or enforceability or priority of the liabilities
and obligations of the Issuer or the rights
of the Trustee and the Sukuk Musyarakah
holders under the Transaction Documents
to the extent that it is necessary for the
Issuer to obtain and/or renew and/or
deliver such authorisations, approval,
consent, licence, exemption, registration,
recording, filing or notarisation have been
duly and unconditionally obtained, made
or taken.
(e) Default: no event has occurred which
constitutes, or which with the giving of
notice and/or the lapse of time and/or a
relevant determination would constitute, a
contravention of, or default under, any
agreement or instrument by which the
Issuer or any of its assets is bound or
affected, being a contravention or default
which might either have a material
adverse effect on the business, assets or
financial condition of the Issuer or affect
the Issuer's ability to perform its
obligations under the Transaction
Documents in accordance with their
respective terms.
(f) Litigation: no litigation, arbitration or
administrative proceeding or claim which
has or which may reasonably be expected
to have a material adverse effect is
pending or threatened against the Issuer.
(g) Tax: all necessary returns have been
delivered by or on behalf of the Issuer to
the relevant taxation authorities and the
Issuer is not in default in the payment of
any taxes save to the extent that (i)
payment is being contested in good faith.
(ii) adequate provision exists for those
taxes; and (iii) payment can be lawfully
withheld and no claim is being asserted

Private & Confidential 19


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

with respect to taxes which is not


disclosed in the financial statements
referred to in paragraph (h) hereof
(h) Financial statements: the audited
financial statements (including the income
statement and balance sheet) of the
Issuer for its financial period shall be
prepared on a basis consistently applied
in accordance with applicable approved
accounting standards in Malaysia and
give a true and fair view of the results of
its operations for that financial period and
the state of its financial affairs at that date
and in particular disclose or make
provision against all the liabilities (actual
or contingent) of the Issuer to the extent
such disclosure or provision is required by
the applicable approved accounting
standards in Malaysia applicable at the
relevant time and there has been no
material adverse change in the Issuer’s
financial position since the date of the
latest audited financial statement which
would materially and adversely affect the
Issuer’s ability to perform its obligations
under the Transaction Documents.
(i) Security Interests: none of the assets of
the Issuer is affected by any Security
Interest, and the Issuer is not a party to,
nor is it or any of its assets bound by any
order, agreement or instrument under
which the Issuer is, or in certain events
may be required to create, assume or
permit to arise any Security Interest save
and except for the following:-
(i) those created under the
Transaction Documents;
(ii) the Existing Security and the
Security Interest disclosed by the
Issuer in writing to the Lead
Arranger and/or Trustee prior to
the execution of the Transaction
Documents; and
(iii) Security Interest created with the
prior written consent of the
Trustee. For the avoidance of

Private & Confidential 20


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

doubt, the security permitted


under paragraph 2(z)(D)(ii) shall
be deemed consented to by the
Trustee.
(j) Information Memorandum: the
Information Memorandum and the written
information furnished by the Issuer in
connection with the Transaction
Documents do not contain any untrue
statement or omit to state any fact where
the omission of which makes the
statements therein, in the light of the
circumstances under which they were
made, misleading, and all expressions of
expectation, intention, belief and opinion
contained therein were honestly made on
reasonable grounds after due and careful
enquiry by the Issuer.
(k) Disclosure: the Issuer has fully and
accurately disclosed in writing to the Lead
Arranger and/or Trustee facts relating to
the Issuer which the Issuer knows or
should reasonably know and which are
material (both actual and contingent) in
the context of the Transaction
Documents.
(l) Transaction Documents: save for those
Security Documents which can only be
perfected upon the discharge of the
Existing Security and which will be in full
force and effect and constitute valid,
binding and enforceable obligations of the
Issuer upon perfection thereof, each of
the Transaction Documents is in full force
and effect and constitutes valid, binding
and enforceable obligations on the Issuer.
(m) Compliance: the Issuer is in compliance
and will comply with any applicable laws
and regulations.
(o) Material Adverse Change: there has
been no material adverse change in the
business, financial condition operations or
prospects of the Issuer since the date of
the Issuer’s last audited financial
statements.

Private & Confidential 21


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

(p) Appointment of receiver, legal


process: no steps have been taken by
the Issuer nor, to the best of its
knowledge, have any legal proceedings
been started or threatened for the
dissolution or winding up of the Issuer or
for the appointment of a receiver or
similar officer in respect of all or any part
of the business or assets of the Issuer
and no demand under Section 218(2) of
the Companies Act 1965 have been
received by the Issuer.
(q) Lawsuits: no lawsuits by a governmental
agency, body or other regulatory authority
are pending against the Issuer or, to the
best of its knowledge, threatened to be
instituted against the Issuer which will
materially and adversely affect the
Issuer’s ability to discharge its obligations
under the Transaction Documents.
(r) Title: the Issuer is the beneficial owner or
has title to all its assets.
(s) Information: no information or
documents have been withheld from the
Lead Arranger or the Facility Agent (as
the case may be) or the Sukuk
Musyarakah holders which may materially
and adversely affect their decision to
subscribe for the Sukuk Musyarakah or
enter into and perform their obligations
under the Transaction Documents.
(t) Activities: the Issuer has not engaged in
any activities since its incorporation other
than those contemplated under the
Contract and the Transaction Documents.
(u) Compliance: the Issuer has complied
with all undertakings, covenants and other
obligations under the Transaction
Documents to which it is a party or
affecting it.
(v) Certificates: the Sukuk Musyarakah
constitutes beneficial ownership over the
Musyarakah Venture.

Private & Confidential 22


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

(x) Events of Default Standard Events of Default clauses shall apply


(to be referred to as “Dissolution Events”),
including but not limited to:

a) Non-payment: The Issuer fails to pay any


amount due from it under any of the
Transaction Documents on the due date or on
demand, if so applicable. The non-payment
above shall be an automatic dissolution event,
unless so decided otherwise by the Sukuk
Musyarakah holders by way of Extraordinary
Resolution.
The Sukuk Musyarakah holders shall, by way of
Extraordinary Resolution of 75% of those present
and voting at a meeting, have the right to declare
Dissolution Events if one (1) or more of the
following events shall occur:-
b) Breach of obligations: The Issuer fails to
observe or perform any of the terms and
conditions under the Transaction Documents,
the Sukuk Musyarakah MTN Programme or
under any undertaking, document or
arrangement entered into in connection
therewith, and if the failure is in the reasonable
opinion of the Trustee, capable of remedy, but
not remedied within thirty (30) days after the
Issuer becomes aware of such default or
failure or after written notice to the Issuer from
the Facility Agent, the Trustee or the Security
Trustee (as the case may be) requesting action
to remedy the same; or
c) Misrepresentation: any representation,
warranty, covenant or statement which is made
(or acknowledged to have been made) by the
Issuer in the Transaction Documents or which
is contained in any certificate, statement, legal
opinion or notice provided under or in
connection herewith or therewith proves to be
untrue, inaccurate or incorrect in any material
respect, or if repeated at any time with
reference to the facts and circumstances
subsisting at such time would not be accurate
in all material respects; or
d) Breach of Covenants: any covenant which is
made by the Issuer in the Transaction
Documents is, in the reasonable opinion of the

Private & Confidential 23


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

Trustee, being breached and such breach is


not remedied within the period stated under the
Transaction Documents; or
e) Cessation of Business: The Issuer changes
the nature or scope of its business, suspends a
substantial part of the present business
operations which it now conducts directly or
indirectly, or any governmental authority
expropriates or threatens to expropriate all or
part of its assets; or
f) Invalidity: any provision of the Transaction
Documents is or becomes, for any reason,
ineffective, invalid or unenforceable and in the
opinion of the Trustee such event is materially
prejudicial to interests of the Sukuk
Musyarakah holders; or
g) Illegality: it becomes unlawful at any time for
the Issuer to perform all or any of its obligations
under the Transaction Documents or due to
the fault or omission of the Issuer, all or any of
the Transaction Documents become
unenforceable against the Issuer, as the case
may be; or
h) Repudiation: The Issuer repudiates or
terminates all or any of the Transaction
Documents; or
i) Nationalisation of Asset: all or a material part
of the undertaking(s), assets, rights or
revenues of, or shares or other ownership
interests in, the Issuer is seized, nationalised,
expropriated or compulsorily acquired by or
under the authority of any governmental body;
or
j) Attachment: a warrant of attachment or
execution or similar process against any
substantial part of the Issuer’s assets is issued
which in the reasonable opinion of the Trustee
may affect the Issuer’s ability to perform any of
its obligations under the Transaction
Documents; or
k) Appointment of receiver: an encumbrancer
takes possession of, or a trustee, receiver or
similar officer is appointed in respect of, all or
any substantial part of the business or assets

Private & Confidential 24


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

of the Issuer; or
l) Insolvency: The Issuer becomes insolvent or
is unable to pay its debts as they fall due, stops
or suspends payment of all or a material part of
its debts, begins negotiations or takes any
proceeding or other step with a view to
readjustment, rescheduling or deferral of all of
its borrowed money (or of any part of its
borrowings which it will or might otherwise be
unable to pay when due) or proposes to make
a general assignment or enter into an
arrangement or composition with or for the
benefit of its creditors or a moratorium is
agreed or declared in respect of or affecting all
or a part of the borrowed money of the Issuer;
or
m) Winding-Up:
(1) a winding up order has been made against
the Issuer; or
(2) a resolution to wind up the Issuer has been
passed; or
(3) any party takes any action or any legal
proceedings are started or other steps taken
for (aa) the Issuer to be adjudicated or found
insolvent, (bb) the winding-up, dissolution of
the Issuer either by an order of a Court of
competent jurisdiction or by way of voluntary
winding-up (cc) the appointment of a liquidator,
trustee, receiver or similar officer of the Issuer
over the whole or any part of the Issuer’s or
any of its respective undertaking(s),
concession, rights or revenues;
other than a winding-up or dissolution of the
Issuer for the purpose of a solvent
reorganisation, amalgamation or reconstruction
which does not in the opinion of the Trustee
have a material adverse effect; or
n) Section 176: a scheme of arrangement under
Section 176 of the Companies Act, 1965 has
been instituted against the Issuer (except for
the purpose of and followed by reconstruction,
amalgamation or reorganisation which does
not in the opinion of the Trustee have a
material adverse effect); or

Private & Confidential 25


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

o) Legal Process: any legal proceedings, suits,


actions or investigations of any kind
whatsoever shall be instituted against the
Issuer, which in the reasonable opinion of the
Trustee, will have a material adverse effect
upon the ability of the Issuer to perform its
obligations under the Transaction Documents;
or
p) Authorisations: revocation, withholding or
modification of any relevant licence, consent,
authorisation or approval which impairs or
prejudices the Issuer’s ability to comply with
the terms and conditions of the Sukuk
Musyarakah MTN Programme and/or any of
the Transaction Documents or any
undertaking, document or arrangement
entered into in connection therewith; or
q) Termination of the Contract: The Contract is
terminated for any reason whatsoever prior to
the expiration of the Sukuk Musyarakah MTN
Programme; or
r) Cross Default: any other indebtedness of the
Issuer becomes due and payable prior to its
stated maturity or where the security for any
other indebtedness becomes enforceable; or
s) Others: any other event occurs or
circumstance arises which, in the reasonable
opinion of the Trustee, is likely to materially
and adversely affect the ability of the Issuer, to
perform all or substantial parts of its obligations
under or otherwise to comply with the terms of
the Transaction Documents and which in the
reasonable opinion of the Trustee is capable of
being remedied but is not remedied to the
satisfaction of the Trustee, within thirty (30)
days from the date of a written notice from the
Trustee to the Issuer specifying the event; or
t) Any other Events of Default as may be advised
by the Solicitors;
Upon the occurrence of a Dissolution Event, the
Trustee shall be entitled to exercise its rights under
the Purchase Undertaking for the benefit of the
Sukukholders and in the event that the Purchase
Undertaking is not immediately honoured, the
Security Trustee shall be entitled to enforce the

Private & Confidential 26


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

security/collateral set out in item 2(j) above.


(y) Principal terms and Not applicable
conditions for warrants
(where applicable)
(z) Other principal terms and A. Reduction Schedule
conditions for the issue
The limit of the Sukuk Musyarakah MTN
Programme shall be reduced in accordance with
the following Reduction Schedule:
Senior Sukuk Musyarakah

Reduction Date Reduction Available


(Anniversary Amount Limit
date from date of
first issue)
Second (2nd) RM20 RM100
year from the million million
date of first issue

Third (3rd) year RM50 RM50


from the date of million million
first issue
Fourth (4th) year RM50 0
from the date of million
first issue

Total RM120
million

The Issuer or any of its related corporations may


also at any time purchase the Sukuk Musyarakah
in the open market at any price by a private
treaty. The Sukuk Musyarakah purchased in this
manner may either be held by the Issuer or be
redeemed in full in which case the Sukuk
Musyarakah shall be immediately cancelled.
However, for the avoidance of doubt, no Junior
Sukuk Musyarakah shall be redeemed or
purchased until and unless all the Senior Sukuk
Musyarakah have been redeemed.

Any Sukuk Musyarakah held by the Issuer and/or


any of its related corporations which have not
been cancelled shall have no voting rights.

Private & Confidential 27


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

Any Sukuk Musyarakah held by any interested


party(ies) to a proposal requiring the approval of
the Sukukholders shall also have no voting
rights.

B. Designated Accounts
The Issuer is required to establish and maintain
the following Syariah compliant Designated
Accounts with a licensed bank (or banks) in
Malaysia acceptable to the Lead Arranger/Facility
Agent and the Trustee:-
1. Disbursement Account;
2. Revenue Account;
3. Finance Service Reserve Account;
4. Finance Service Account; and
5. Sinking Fund Account
The Trustee shall be the sole signatory of all the
Designated Accounts.
1. Disbursement Account (“DA”)
The Issuer shall maintain a Syariah
compliant DA, wherein the DA shall capture
the proceeds from issuance of Sukuk
Musyarakah after the deductions of the
followings:-
(a) redemption of the outstanding principal
amount of existing Islamic CP/MTN
Programme;
(b) payment of redemption premium
payable to the noteholders of the
existing Islamic CP/MTN Programme;
and
(c) payment towards meeting the working
capital requirement of the Issuer.
Withdrawals from the DA shall be made
against supporting documents (where
applicable) acceptable to the Facility Agent
and the Trustee evidencing the utilisation of
proceeds.

Private & Confidential 28


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

The monies kept in the DA shall be allowed


for making Permitted Investments.
2. Revenue Account (“RA”)
The Issuer shall maintain a Syariah
compliant RA for the purpose of depositing
and /or crediting the following:-
(i) amounts received pursuant to the
issue of any ordinary shares,
preference shares and all other forms
of equity contributions, loan stocks and
shareholders’ advances/loans;
(ii) all revenues received by the Issuer
including but not limited to the
proceeds arising from the Contract;
(iii) proceeds of insurance claims;
(iv) any claims received in respect of third
party performance bonds/guarantees
or any other compensations received;
and
(v) all other revenue or income of the
Issuer.
The monies in the RA shall be utilized in the
following order of priority:-
(i) Payment of taxes and other charges as
imposed by the Government of
Malaysia;
(ii) Financing the FSRA in the event the
amount in the FSRA is utilised to
finance the FSA;
(iii) Financing the FSA to ensure that the
Minimum Required Balance is met on
the relevant period as stated in item (4)
below;
(iv) Financing the SFA to ensure that the
Minimum Required Balance is met on
the relevant period as stated in item (5)
below;
(v) Payment for the fees and expenses in
relation to the Sukuk Musyarakah MTN
Programme;

Private & Confidential 29


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

(vi) Payment for operating expenses and


management fees, cost and other
overhead expenses based on the
projected cashflow to be submitted to
the Facility Agent and the Trustee on an
annual basis and if the actual
expenses, fees and costs incurred shall
exceed those set out in the projected
cashflow, payment in excess of the
projected amount is permitted up to 5%
of the projected amount. Any payment
exceeding the above threshold or any
request for immediate use for items not
provided for in the projected cashflow
shall be subject to approval at the sole
and absolute discretion of the Facility
Agent and the Trustee; and/or
(vii) Investments in Permitted Investments.

3. Finance Service Reserve Account


(“FSRA”)
The Issuer will maintain a Syariah compliant
FSRA for the purpose of depositing an
amount equivalent to the next profit payment
due to the Sukukholders. Any amounts in
excess during the tenure of the Sukuk
Musyarakah MTN Programme shall be
transferred to the FSA.
The funds in this account shall only be
utilised during the tenure of the Sukuk
Musyarakah MTN Programme to cover any
shortfall in the FSA and the sum shall be
replenished by the Issuer within a remedy
period of thirty (30) days. For avoidance of
doubt, funds from the FSRA shall first be
utilised to cover the shortfall of the profit
payment due to the Senior Sukuk
Musyarakah holders and the balance (if any)
shall be utilised to cover the shortfall of the
profit payment due to the Junior Sukuk
Musyarakah holders.
At the end of the tenure of the Sukuk
Musyarakah MTN Programme, the
remaining credit balance in the FSRA shall
be transferred into the SFA for the
repayment of the Sukuk Musyarakah capital.

Private & Confidential 30


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

The monies kept in the FSRA shall be


allowed for making Permitted Investments.

4. Finance Service Account (“FSA”)


The Issuer will open a Syariah compliant
FSA for the purpose of capturing the
progressive monthly remittance of funds from
the Revenue Account. Funds in the FSA
shall be utilised towards the payment of the
semi annual profit amounts due to the
Sukukholders.
The Issuer shall maintain the following
Minimum Required Balance in the FSA for
the following periods:-

Period Minimum
Required Balance

five (5) months 20% of the profit


before profit amount due
payment date

Four (4) months 40% of the profit


before profit amount due
payment date
Three (3) months 60% of the profit
before profit amount due
payment date

Two (2) months 80% of the profit


before profit amount due
payment date
One (1) month 100% of the profit
before profit amount due
payment date

For avoidance of doubt, the funds in the FSA


shall not be withdrawn at any times and for
any other purposes except for those
specifically stated above.
For avoidance of doubt, non-compliance of
the Minimum Required Balance in the FSA
up to one (1) month before the profit payment
date shall not tantamount to a Dissolution
Event.

Private & Confidential 31


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

The monies kept in the FSA shall be allowed


for making Permitted Investments.
5. Sinking Fund Account (“SFA”)
The Issuer will open a Syariah compliant
SFA for the purpose of capturing the
progressive remittance of funds from the
Revenue Account. Funds in the SFA shall
be utilized towards the repayment of the
capital due to the Sukukholders.
The Issuer shall maintain the following
Minimum Required Balance in the SFA for
the following periods:-

Period Minimum
Required Balance

Ten (10) months 10% of the next


before the next capital amount due
capital repayment
date

Nine (9) months 20% of the next


before the next capital amount due
capital repayment
date

Eight (8) months 30% of the next


before the next capital amount
capital repayment due
date
Seven (7) months 40% of the next
before capital capital amount
repayment date due

Six (6) months 50% of the next


before capital capital amount due
repayment date

Five (5) months 60% of the next


before capital capital amount due
repayment date
Four (4) months 70% of the next
before capital capital amount due
repayment date

Three (3) months 80% of the next


before capital capital amount due

Private & Confidential 32


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

repayment date
Two (2) months 90% of the next
before capital capital amount due
repayment date

One (1) month 100% of the next


before capital capital amount
repayment date due

Notwithstanding the above and for avoidance


of doubt, the funds in the SFA shall first be
utilized towards the repayment of the capital
due under the Senior Sukuk Musyarakah and
the balance shall be utilized towards the
repayment of the capital due under the Junior
Sukuk Musyarakah. The funds in the SFA
shall not be withdrawn at any times and for
any other purposes except for those
specifically stated above.
The monies kept in the SFA shall be
allowed for making Permitted Investments.
C. Application of Enforcement Proceeds
Upon the occurrence of Dissolution Events, the
following application of enforcement proceeds
will apply:
(i) First, for payment of the remuneration, cost
and expenses of any receiver appointed and
the Trustee and Facility Agent and all
professional fees and expenses in the
enforcement of the Transaction Documents;
(ii) Second, for payment of taxes and other
charges imposed by the Government of
Malaysia;
(iii) Third, for the pro-rata distribution of the
Exercise Price under the Purchase
Undertaking to the Senior Sukukholders;
(iv) Fourth, for the pro rata distribution of the
Exercise Price under the Purchase
Undertaking to the Junior Sukukholders; and
(v) Fifth, any balance remaining after the above,
to the Issuer.

Private & Confidential 33


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

D. Positive Covenants
During the tenure of the Sukuk Musyarakah MTN
Programme, the Issuer shall:
i) Comply with all provisions of the Transaction
Documents;
ii) Enter only into such activities as allowed under
its Memorandum and Articles of Association;
iii) Maintain a proper accounting system and keep
adequate records in compliance with
applicable statutory requirements and to
provide the Trustee and any person appointed
by it access to such records;
iv) Maintain a paying agent in Malaysia and to
procure that the paying agent shall notify the
Trustee in the event that the paying agent does
not receive payment from the Issuer on the
due dates as required under the Trust Deed
and the terms and conditions of the Sukuk
Musyarakah MTN Programme;
v) Deliver to the Facility Agent and the Trustee
within one hundred eighty (180) days of the
end of each financial year its audited financial
statements; and within ninety (90) days of each
half year period its unaudited financial
statements for that period together with a
certificate signed by two (2) of its directors, to
the effect that such financial statements
present a true and fair view, and on an annual
basis certify that it has complied with its duties
and obligations under the Trust Deed and the
terms and conditions of the Sukuk Musyarakah
MTN Programme and that there did not exist or
had existed from the date of issue of the Sukuk
Musyarakah or the date of the previous
certification, as the case may be, any
dissolution event and if such is not the case, to
specify the same;
vi) As soon as practicable, deliver to the Trustee
and the Facility Agent a certified copy of each
new/supplementary contract entered into
subsequent to the Transaction Documents in
connection with the Sukuk Musyarakah MTN
Programme;

Private & Confidential 34


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

vii) Perform and carry out all its obligations under


the Transaction Documents (including but not
limited to), the obligation to redeem the Sukuk
Musyarakah on the relevant maturity date or
such other date as the Sukuk Musyarakah
becomes due and payable;
viii) Save for Junior Sukuk held by the Related
Parties which payment shall be made in
accordance with the terms and conditions of
the Junior Sukuk and the Trust Deed,
subordinate any advances or loans from the
related corporations of the Issuer, the directors
and shareholders of the Issuer and all persons
connected with such directors and
shareholders (“Related Parties”) to the
obligations arising from the Sukuk Musyarakah
MTN Programme (hereinafter referred to as
the “Subordinated Indebtedness”);
ix) 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 licences are
obtained;
x) Make payment of all taxes, fees and other
dues to the relevant authorities;
xi) Open and maintain each of the required
Designated Accounts and pay all amounts into
such accounts and make all payments from
such accounts, only as permitted under the
Sukuk Musyarakah MTN Programme;
xii) Undertake to cause all proceeds due from the
Contract to be remitted by the Awarder into the
Revenue Account;
xiii) Ensure that in the event that proceeds from the
Sukuk Musyarakah MTN Programme is to be
utilised for any other future contracts, the
Issuer shall issue the payment instruction to
the Awarder of such future contracts to remit
the payment of all proceeds due under such
future contracts into the Issuer’s Revenue
Account;
xiv) Take such steps as may be required by the
Trustee following the occurrence of any
Dissolution Events to remedy or mitigate the

Private & Confidential 35


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

effect of the Dissolution Event;


xv) Comply with such provisions of the Capital
Markets and Services Act, 2007, the guidelines
issued by the SC from time to time, including
but not limited to the SC’s ‘Guidelines on the
Offering of Islamic Securities’ and such other
provisions by other regulatory authorities,
where applicable; and
xvi) Such other covenants as advised by the
Solicitors and agreeable to the Lead Arranger.

E. Negative Covenants
The Issuer shall not without the prior written
consent of the Trustee, (acting on behalf of or
upon the instructions of the Sukukholders):
i) Indebtedness: incur, assume or permit to
exist any indebtedness for borrowed monies,
contingent or direct, other than the following:-
a. the notes under the Islamic CP/MTN
Programme which will be redeemed from
the proceeds of the issuance of the Sukuk
Musyarakah;
b. the Sukuk Musyarakah issued or to be
issued under the Sukuk Musyarakah MTN
Programme;
c. trade line facilities of which shall be
secured by cash provided that the Debt:
Equity Ratio before and after the obtaining
or incurrence of such trade line facility is
less than 4 times; and
d. hire purchase and/or lease obligations
provided that the Debt: Equity Ratio before
and after the obtaining or incurrence of
such hire purchase facility and./or lease
obligations is less than 4 times.
ii) Negative Pledge: create or permit to subsist
any other security interests other than;
a. Existing Security which will be discharged
upon redemption of the notes issued under
the Islamic CP/MTN Programme from the
proceeds of the issuance of the Sukuk

Private & Confidential 36


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

Musyarakah MTN Programme;


b. the security interests arising out of any
agreements entered into by the Issuer for
the provision, performance and
maintenance of the Sukuk Musyarakah
MTN Programme;
c. liens arising in the normal course of
business by operation of law and not by
way of contract;
d. security interest created for trade line
facilities permitted under paragraph (i)c.
above; and
e. security interest created under hire
purchase and/or lease obligations
permitted under paragraph (i)d. above.
iii) Share Capital: reduce its authorised and
issued paid-up capital;
iv) Subordinated Indebtedness: Save for Junior
Sukuk held by the Related Parties which
payment shall be made in accordance with the
terms and conditions of the Junior Sukuk and
the Trust Deed, make any principal or interest
payment in respect of any Subordinated
Indebtedness prior to the expiration of the
Sukuk Musyarakah MTN Programme;
v) Loans and Advances: make or permit to exist
any loans or advances to any person or entity
(including any Related Parties) save for
(a) loans to employees or officers subject to
compliance with certain terms and
conditions; or
(b) normal trade credit or trade guarantees or
temporary loans to customers, contractors or
suppliers in the ordinary course of business.
vi) Dissolution: dissolve its affairs or enter into
any amalgamation, consolidation, merger of
reconstruction with any other entity which may
materially and adversely affect its ability to
perform its obligation under the Sukuk
Musyarakah MTN Programme or the
Transaction Documents;

Private & Confidential 37


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

vii) Surrender rights etc: surrender, assign,


relinquish or otherwise dispose any of its rights
and interest under the Transaction Documents
(except as permitted or required under the
Transaction Documents);
viii) Render void: do or suffer to be done any act,
matter or thing whereby any takaful/insurance
may be rendered void, voidable or incapable of
being effected, maintained or renewed;
(ix) Disposal of assets: transfers or disposes of
any assets (other than transfers or disposals
not exceeding 5.0% of the Net Tangible Assets
in aggregate in any financial year);
(x) Related party transactions: the Issuer shall
not enter into any transaction with interested
persons (including a director, substantial
shareholder or persons connected with them)
unless:
(a) 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; and
(b) where the aggregate payment or value of
the transaction is equal to or exceeds 20%
of the Issuer’s annual revenue, the Issuer
shall procure certification from an
independent adviser reasonably acceptable
to the Trustee that the transaction is carried
out on fair and reasonable terms; and
the Issuer shall promptly furnish in writing to
the Trustee a certificate signed by a director of
the Issuer stating that (1) the transaction
complies with paragraph (a); (2) where
applicable, the Issuer has received the
certification referred to in paragraph (b)
together with a certified true copy of such
certification; and (3) the transaction has been
approved by the majority of the Issuer’s board
of directors or shareholders in a general
meeting (as the case may require) together
with a certified true copy of the relevant board
resolution or shareholders’ resolution (as the
case may be);

Private & Confidential 38


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

(xi) Dividend payment: declare or make any


payment of any dividend on share capital or
service any Subordinated Indebtedness save
for Junior Sukuk held by Related Parties;
(xii) Voluntary winding-up: Voluntarily wound up
or take action pursuant to Section 176 of the
Companies Act, 1965 (except for the purpose
of and followed by reconstruction,
amalgamation or reorganisation which does
not in the opinion of the Trustee have a
material adverse effect); and
(xiii)Such other covenants as advised by Solicitors
and mutually agreed by the Issuer and Lead
Arranger.
F. Financial Covenants
(i) The Issuer shall maintain a minimum Annual
Finance Service Cover Ratio (“FSCR”) of 1.75
times at all times commencing financial year
ending 30 April 2010. In the event that the
FSCR falls below 1.75 times, the Issuer shall
remedy the breach within thirty (30) days from
such breach.
The Issuer shall annually (at the Issuer’s
financial year end) provide a written
confirmation signed by its company’s auditor
to the Trustee certifying and confirming that
FSCR has been complied with based on its
audited accounts.
For the avoidance of doubt, FSCR means the
ratio of Cumulative Available Cashflow (as
defined herein) to the aggregate of all the
Issuer’s scheduled finance service obligations
under the Sukuk for the next twelve (12)
months and other financing or facilities (if any)
during the relevant period, as specified below:

Cumulative Available Cash flow


------------------------------------------------------------
Principal & profit due and payable to
eligible investors under the Sukuk and
other financing or facilities (if any) during
the relevant period

Private & Confidential 39


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

“Cumulative Available Cash flow” means the


sum reflected in the applicable financial
results of the Issuer of:-
(a) all monies standing in the FSRA, FSA
and the SFA (including accrued interest,
if any)
(b) all amounts to be received by the Issuer
in respect of the sale, transfer, loan or
other disposal of part of the Issuer’s
undertakings, assets, rights and
revenues as permitted by the Financing
Documents;
(c) the net cash flow from operating
activities;
(d) the net cash flow from investing activities
(Permitted Investments); and
(e) opening cash balance at the beginning of
the twelve (12) months period,
but excluding the double counting of any
amounts to be received or payment to be
made which might otherwise be included
as result of this definition.
(ii) The Issuer shall maintain an annual Debt to
Equity Ratio (“D:E Ratio”) of not more than 4.0
times commencing financial year ending 30
April 2010, duly audited by its auditor.
The D:E Ratio is the ratio of indebtedness for
borrowed monies of the Issuer which is
represented by all indebtedness of the Issuer
comprising the Sukuk Musyarakah and other
indebtedness for borrowed monies (actual
and contingent) to the shareholders’ funds of
the Issuer.
(iii) The Issuer shall maintain related companies’
(i.e., KDE and DTP) trade receivables of not
more than 20.0% of its annual revenue,
commencing the next financial year end from
the date of the issuance of the Sukuk
Musyarakah, duly audited by its auditor.

G. Permitted Investments
The Trustee may from time to time utilise funds
held in the Designated Accounts to make

Private & Confidential 40


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

Permitted Investments based on the request by


the Issuer, provided that such funds utilised for
Permitted Investments shall be remitted to the
relevant Designated Accounts in a timely manner
to meet any payment obligations of the Issuer
when due and payable. The Permitted
Investments shall have an earlier maturity date by
at least five (5) days prior to the date when monies
will be needed for payments. Such Permitted
Investments are to be held and not traded.
Provided that no Permitted Investments shall be
made if a Dissolution Event has occurred or would
occur following the making of such Permitted
Investments. Permitted Investments shall be
Syariah compliant investments as approved by the
relevant Syariah Council.
Permitted Investments include:
(a) Deposits in profit bearing accounts and
negotiable certificates of deposits issued by
licensed banking and financial institutions;
or
(b) Murabahah Medium Term Notes, treasury
bills or financial instruments issued by the
Government; or
(c) Other finance or capital market instruments
or private entities having a minimum rating
of AA3/P1 or AA-IS/MARC-1IS as
determined by Rating Agency Malaysia
Berhad or MARC respectively or a
recognised rating agency or such other
higher rating as is capable of being issued
by the said rating agencies from time to
time.
In the event that such investment is downgraded
to below AA3/P1 or AA-IS/MARC-1IS, whichever is
applicable, such investment shall be disposed off
within thirty (30) days upon the rating downgrade
announcement.

The types of investment must be from the list of


investments allowed by the SC’s Syariah
Advisory Council and/or other recognised
authorities which are issued from time to time.

Private & Confidential 41


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

H. Early Dissolution of the Sukuk Musyarakah


The Issuer shall be allowed to make an early
settlement of the Sukuk Musyarakah provided
that the following conditions are fulfilled:-
a. notice period of six (6) months to the Facility
Agent and Trustee;
b. settlement is made on a profit payment date;
c. the settlement amount shall be based on the
formula to be agreed between the Issuer and
the Sukukholders; and
d. no Junior Sukuk Musyarakah shall be settled
until and unless all the Senior Sukuk
Musyarakah has been paid in full.
I. Purchase Undertaking
Under the Purchase Undertaking, Issuer shall
give an undertaking to the Trustee that Issuer
shall purchase the Sukuk Assets at the Exercise
Price upon the maturity date (“Scheduled
Dissolution”) or upon the Dissolution Event
(which are the Events of Default listed in section
2(x) of this principal terms and conditions) or
upon Early Dissolution in accordance with
section 2(z)(H) of this principal terms and
conditions.

In the event that there are overdue payments of


any amounts pursuant to the Purchase
Undertaking, Issuer shall pay compensation
(“Ta’widh”) on such overdue amounts at the rate
and manner prescribed by the SC’s Syariah
Advisory Council or such other relevant
regulatory authority from time to time in
accordance with the Syariah principles.

J. Availability Period
Upon completion of documentation and
compliance of all relevant conditions to the
satisfaction of the Lead Arranger, the issuance
under the Sukuk Musyarakah MTN Programme
shall be until the 5th anniversary from the first
issue date of the Sukuk Musyarakah (“Availability
Period”).

Private & Confidential 42


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

K. Material Adverse Effect


The effect of any event or circumstance that has
resulted in, a material and adverse effect on (a)
the Issuer’s ability to perform and comply with
any of its obligations under the Transaction
Documents and/or agreements and/or
instruments relating to the Contract; or (b) any of
the agreements and/or instruments relating to the
Contract insofar as it will have an adverse impact
on the Contract; or (c) the business, operation
and financial condition of the Issuer; or (d) the
legality, validity, binding effect, enforceability or
admissibility in evidence of the Transaction
Documents and/or agreements and/or
instruments relating to the Contract; or (e) the
effectiveness or ranking of any security granted
or purported to be granted pursuant to any of the
Security Documents or the rights or remedies of
any party under any of the Transaction
Documents.
L. Redemption
The Issuer may at any time purchase the Sukuk
Musyarakah in the open market at any price or by
private treaty. The Sukuk Musyarakah purchased
in this manner for redemption purposes shall be
immediately cancelled.
Unless previously redeemed or cancelled, the
Sukuk Musyarakah shall be redeemed at the
price of 100% of their nominal amount upon
maturity provided that there are available
asset/profit in the Musyarakah to meet the
redemption price.
Notwithstanding the above and for avoidance of
doubt, no Junior Sukuk Musyarakah shall be
redeemed until and unless all the Senior Sukuk
Musyarakah have been redeemed.
M. Clear Market
From the date of provision of a formal offer by
the Lead Arranger to the date of the execution of
the documentation, the Issuer shall ensure that
no other borrowings, debt instruments or
securities issued and/or guaranteed by the
Issuer or any of its affiliates are mandated,
syndicated or privately placed which might, in

Private & Confidential 43


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

the opinion of Lead Arranger have the effect of


prejudicing the successful completion of this
transaction.
N. Transaction Documents
The Sukuk Musyarakah MTN Programme shall be
evidenced by the following Transaction
Documents (which is not exhaustive):-
i) Trust Deed;
ii) Sukuk Musyarakah MTN Programme
Agreement;
iii) Musyarakah Declaration of Trust;
iv) Depository and Paying Agency Agreement;
and
v) Security Documents.
(as any of the same may from time to time be
amended) and any other documents as and
when required and deemed necessary by the
Solicitors and/or the Lead Arranger which shall
reflect and incorporate conditions stated herein
and other conditions, warranties, covenants,
events of default and all relevant provisions
under the Sukuk Musyarakah MTN Programme.
O. Taxes
All payments by the Issuer in connection with the
Sukuk Musyarakah shall be made free and clear
of all and without deductions for all present and
future taxes, duties, levies or withholdings of
whatever nature.
P. Governing Laws
The laws of Malaysia.
Q. Other Conditions
a) The operation of the Sukuk Musyarakah MTN
Programme shall at all times be governed by
guidelines issued and to be issued from time to
time by the SC and/or any other relevant
authorities having jurisdiction over matters
pertaining to such instrument;

Private & Confidential 44


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

b) The Lead Arranger reserves the right to


amend, add, vary, delete or selectively enforce
any terms or conditions governing the
availability of the Sukuk Musyarakah MTN
Programme prior to the issuance of the Sukuk
Musyarakah, subject to due diligence and
material adverse change;
c) From the date of provision of a formal offer by
the Lead Arranger until the date of execution of
the documentation, the Lead Arranger retains
the right to withdraw and/or terminate the offer
if there occurs any event or circumstance
which, in the opinion of the Lead Arranger will
materially affect both the international and
domestic money, capital or syndicated loan
markets, the Issuer and its affiliated
companies’ business activities; and/or the
social, political, financial and economic
situation in Malaysia;
d) Any other conditions as may be advised by the
Solicitors and mutually agreed by the relevant
parties to the Sukuk Musyarakah MTN
Programme.

Private & Confidential 45


DAWAMA SDN BHD
Proposed RM140.0 Million Sukuk Musyarakah Medium Term Notes Programme
(“Sukuk Musyarakah MTN Programme”)

Principal Terms and Conditions


_______________________________________________________________________________________

APPENDIX

TRANSACTIONAL DIAGRAM OF THE SUKUK MUSYARAKAH MTN PROGRAMME

4(a). Remittance of
income received

DBP
(Awarder)

Delivery of
4(b). Payment of Contract
Transaction commitment
Expenses Dawama
Designated (Obligor/Agent/
Accounts Issuer)
3(b). Investment Contract

1(b) Provide
5. Payment of capital in kind
Periodic 2. Issue Sukuk
Distributions Musyarakah
Musyarakah
Venture

1(a). Musyarakah 3(a). Sukuk


Agreement Proceeds

Trustee
Sukukholders Services
(Investors) Trustee

Private & Confidential 46