MMC Corporation Berhad Sukuk Murabahah RM1,500,000,000 - Structure Diagram

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1. RHB + Appendix 3 Transaction Diagram CTP @ Price equivalent to Purchase Price Purchase Price I MMC 0 [ ( Purchaser) Appoints as Sub-Purchase Agent and Selling Agent CD Appoints as Purchase Agent Steps Description 1. The Trustee (on behalf of the investors of the Sukuk Murabahah ("Sukukholders")), shall appoint the Issuer as agent/wakeel of the Sukukholders (in such capacity, the "Purchase Agent") to purchase and sell certain Shariah-compliant commodities, which exclude ribawi items in the category of medium of exchange such as currency, gold and silver ("Commodities"). 2. The Purchase Agent will then appoint the Facility Agent as its agent/wakeel (in such capacity, the "Sub-Purchase Agent") to act as the sub-agent to purchase the Commodities. The Purchase Agent will also appoint the Facility Agent as its agent/wakeel (in such capacity, the "Selling Agent") to sell the Commodities to the Issuer on behalf of the Purchase Agent. The Issuer (in such capacity, as "Purchaser" for itself) shall from time to time, issue a purchase order ("Purchase Order'') to the Purchase Agent and the Sub-Purchase Agent to purchase the Commodities. In the Purchase Order, the Purchaser (as Purchaser for itself) will request the Purchase Agent and the Sub-Purchase Agent to 3.
2. Description purchase the Commodities and will irrevocably and unconditionally undertake to purchase the Commodities from the Sukukholders via the Selling Agent at a price ("Deferred Sale Price") equivalent to the aggregate of (i) the Purchase Price (as defined below) and (ii) a mark-up (profit margin), payable on a deferred payment basis. 4. Upon receiving the Purchase Order from the Purchaser, the Sub-Purchase Agent will purchase on a spot basis, the Commodities, from commodity vendor(s) in the Bursa Suq AI-Sila' commodity platform and/or other independent commodity brokers, which shall be identified prior to each issuance of the Sukuk Murabahah, through a Commodity Trading Participant ("CTP"), at a purchase price which shall be an amount equivalent to the proceeds from the issuance of the Sukuk Murabahah ("Purchase Price"). The Purchase Price of the Commodities shall be in line with the asset pricing requirement stipulated under the SC's Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework effective on 15 June 2015 ("SC Guidelines") as may be amended and/or substituted from time to time. 5. The Issuer shall concurrently issue the Sukuk Murabahah to the Sukukholders whereby the proceeds thereof shall be used to pay the Purchase Price of the Commodities. The Sukuk Murabahah shall evidence the Sukukholders' ownership of the Commodities and all rights thereto (including all rights against the Issuer (as Purchaser for itself) under the Purchase Order). Once the Commodities are sold to the Issuer (as Purchaser for itself), the Sukuk Murabahah shall represent the Sukukholders' entitlement to receive the Deferred Sale Price. 6. Thereafter, the Selling Agent (on behalf of the Purchase Agent as wakeel to the Sukukholders) shall sell the Commodities to the Issuer (as Purchaser for itself) at the Deferred Sale Price. 7. Upon completion of such purchase, the Issuer (as Purchaser for itself) shall instruct the Selling Agent to sell, on a spot basis, the Commodities to the Bursa Suq AI-Sila' commodity market and/or other independent commodity brokers, which shall be identified prior to each issuance of the Sukuk Murabahah , through a CTP, for a cash consideration for an amount equivalent to the Purchase Price. 8 The Sukuk Murabahah may be issued with or without periodic profit payments. During the tenure of the Sukuk Murabahah, the Issuer (as Purchaser for itself), as part of its obligation to pay the Deferred Sale Price, shall make periodic payments or a lump sum payment of the Deferred Sale Price to the Trustee (acting for the Sukukholder(s)). Each such payment shall pro tanto reduce the obligation of the Issuer (as Purchaser for itself) on the Deferred Sale Price payable for the purchase of the Commodities from the Selling Agent (on behalf of the Purchase Agent who in turn acts on behalf of the Sukukholders ).