GAS Malaysia Berhad IMTN Sukuk - Other Terms and Conditions

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1. GAS Malaysia Berhad Proposed IMTN Programme LODGEMENT FORM FOR THE PROPOSED IMTN PROGRAMME (1) Other terms conditions. and (1) Profit/coupon/ rental rate The IMTN may be issued at par, at a premium or at a discount. The profit rate, if applicable, shall be on a fixed rate basis and to be determined and agreed prior to each issuance of the IMTN. (2) Profit/coupon/ rental payment frequency IMTN with periodic profit payments The periodic payments are payable at semi-annual intervals or such other periodic intervals in arrears to be agreed between the Issuer and the relevant Joint Lead Manager(s) prior to the issuance of such IMTN. IMTN without periodic profit payments Not applicable. (3) Profit/coupon/ rental payment basis IMTN with periodic profit payments The profit payments shall be calculated on an actual number of days based on 365-day basis. IMTN without periodic profit payments Not applicable. (4) Status The IMTN shall constitute direct, unconditional and unsecured obligations of the Issuer and shall at all times rank pari passu, without discrimination, preference or priority amongst themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer, subject to those preferred by law and the Transaction Documents. (5) Transaction Documents "Transaction Documents" includes: (a) Programme Agreement; (b) Trust Deed; (c) Securities Lodgement Form; (d) Documents in relation to the commodity Murabahah transaction; and (e) any other relevant documentation which may be advised by the Solicitors and mutually agreed between the Lead Arranger and the Issuer. (6) Compensatio n for Late Payment ("Ta’widh") In the event of delay in payments of the Deferred Sale Price under the IMTN Programme, the Issuer shall pay to the Sukukholder(s) compensation on such delayed payments at an amount and manner prescribed by the SC’s SAC from time to time. (7) 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 whatsoever nature imposed or levied or on behalf of Malaysia or other applicable jurisdictions, or any 1
2. GAS Malaysia Berhad Proposed IMTN Programme authority thereof or therein having power to tax , unless such withholding or deduction is required by law, in which event the payer shall be required to make such additional amount so that the payee would receive the full amount which the payee would have received if no such withholding or deductions are made. (8) Sukuk Trustees' Reimburseme nt Account for Sukukholders' Actions (9) Purposes Utilisation The Issuer shall set up, or procure the setting up of a profit bearing “Sukuk Trustees’ Reimbursement Account” with a financial institution with a sum of RM30,000.00 to be deposited by the Issuer prior to the first Issue Date or from the issue proceeds (which shall be maintained at all times throughout the tenure of the IMTN Programme). The said account shall be solely operated by the Sukuk Trustee and the money shall only be used strictly by the Sukuk Trustee in carrying out its duties in relation to the occurrence of an Event of Default which are to be provided in the relevant Transaction Documents. Any unutilised money in the Sukuk Trustees’ Reimbursement Account shall be returned to the Issuer upon expiry of the IMTN Programme. of The proceeds raised from the IMTN shall be utilized by the Issuer for Shariah-compliant purposes: (a) to repay/refinance the borrowings/financing of the Issuer Group; (b) to finance present and future Shariah-compliant investments; (c) to finance the Issuer’s Shariah-compliant working capital and capital expenditure requirements; and/or (d) to pay fees, expenses, costs, and all other amounts payable in relation to the IMTN Programme. For the avoidance of doubt, the utilisation of the proceeds of the IMTN shall at all times for Shariah-compliant purposes. (10) Costs and All legal fees, stamp duties (if any) and reasonable expenses incurred in connection with the IMTN, including professional Expenses due diligence fees and fees payable to BNM, SC and the Credit Rating Agency, where applicable shall be for the account of the Issuer. (11) Option Upsize to The Issuer shall have the option to upsize the programme limit and for the avoidance of doubt, the Sukukholders shall, via the Trust Deed, provide their upfront consent for any upsizing of the Sukuk Murabahah Programmes provided that there is no adverse impact on the rating of the Sukuk Murabahah Programmes. Any upsizing of the programme limit shall be subject to the approval of all regulatory authorities having been obtained. 2
3. GAS Malaysia Berhad Proposed IMTN Programme (12) Tenure of IMTN Programme facility/progra The tenure of the IMTN Programme is up to ten (10) years from the date of first issuance of the IMTN under the IMTN mme Programme, provided that the first issuance of the IMTN under the IMTN Programme shall be made within 60 business days from the date of the lodgement of the lodgement kit to the SC. IMTN Each tranche of the IMTN shall have a tenure of more than one (1) year and up to ten (10) years from the date of issuance, as the Issuer may select, provided always that the maturity of each tranche of the IMTN shall not exceed the tenure of the IMTN Programme. (13) (2) Other conditions The IMTN shall at all times be governed by the guidelines issued and to be issued from time to time by the SC, BNM and/or MyClear having jurisdiction over matters pertaining to the IMTN. Other Disclosure Disclosure of the : following:  If the Issuer or No. its board members have been convicted or charged with any offence under any securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law, or if any action has been initiated against the issuer or its board members for breaches of the same, for the past ten years prior to the lodgement; and  If the Issuer has No. been subjected to any action by the stock exchange for any breach of the listing requirements or rules issued by 3
4. GAS Malaysia Berhad Proposed IMTN Programme the stock exchange , for the past five years prior to the lodgement. Any other material None. information Where the PDS or Not applicable. sukuk involves Originator(s), Obligor(s) and Corporate Guarantor(s), the information set out in sub-paragraph 1.01 must also be provided on the said entities 4