Petroleum Sarawak Exploration & Production IMTN Sukuk RM15 Billion - Principal Terms and Conditions

Transcription

1. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions (A) CORPORATE INFORMATION OF ISSUER (1) Name : Petroleum Sarawak Exploration & Production Sdn. Bhd. (“PETROS E&P” or “Issuer”) (2) Address : Registered address Level 6, CT660, Block C iCOM Square Jalan Pending 93450 Kuching Sarawak Business address Level 6, CT660, Block C iCOM Square Jalan Pending 93450 Kuching Sarawak (3) Date of incorporation: 5 September 2018 (4) Place of incorporation Malaysia : (5) Business registration: number 201801032029 (1294054-A) (6) Residence status : Resident Controlled Company (7) Place of listing : Not Listed (8) Date of listing : Not Listed (9) Principal activities : The principal activity of the Issuer as at 15 December 2020 includes export and import of crude petroleum oils, extraction of crude petroleum oils, and production of crude gaseous hydrocarbon (natural gas). Printed on : 03/03/2021 13:41 Page 1 of 32
2. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions (10) Issued and paid-up : share capital As at 15 December 2020, the issued and paid-up share capital is RM100,000,000. (11) Structure of : shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders As at 15 December 2020, the shareholder of the Issuer and its shareholding are as follows: (12) Board of directors Name Direct Petroleum 100,000,000 No. of Shares % Indirect 100 - : No. Name 1 Datuk Ratak @ Sauu Anak Kakok 2 Bong Siet Fah 3 Janin Anak Girie Additional Notes: The board of directors of the Issuer as at 15 December 2020. (13) Disclosure of the following (i) : If the issuer or : 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 None. Printed on : 03/03/2021 13:41 Page 2 of 32 % -
3. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions board members for breaches of the same, for the past ten years prior to the lodgement/ since incorporation (for issuer incorporated less than ten years) (ii) If the issuer has : been subjected to any action by the stock exchange for any breach of the listing requirements or rules issued by the stock exchange, for the past five years prior to the lodgement Not applicable. (B) CORPORATE INFORMATION OF GUARANTOR (1) Name : Petroleum Sarawak Berhad (“PETROS” or “Kafalah Provider”) (2) Address : Registered address Level 6, CT660, Block C iCOM Square Jalan Pending 93450 Kuching Sarawak Business address Level 6, CT660, Block C iCOM Square Jalan Pending Printed on : 03/03/2021 13:41 Page 3 of 32
4. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions 93450 Kuching Sarawak (3) Date of incorporation: 24 July 2017 (4) Place of incorporation Malaysia : (5) Business registration: number 201701025772 (1239938-U) (6) Residence status : Resident Controlled Company (7) Place of listing : Not Listed (8) Date of listing : Not Listed (9) Principal activities : The principal activity of the Kafalah Provider as at 15 December 2020 includes exploitation of oil and gas, covering upstream, midstream and downstream. (10) Issued and paid-up : share capital As at 15 December 2020, the issued and paid-up share capital is RM20,000,000. (11) Structure of : shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders As at 15 December 2020, the shareholder of the Issuer and its respective shareholdings are as follows: (12) Board of directors Name Direct No. of Shares % Indirect % State 20,000,000 100 - : No. Name 1 Tan Sri Datuk Amar (DR.) Tommy Bin Bugo @ Hamid Bin Bugo 2 Dato Mohammad Medan Bin Abdullah Printed on : 03/03/2021 13:41 Page 4 of 32 -
5. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions 3 Datu Sharbini Bin Suhaili 4 Datu Ir. Haji Zuraimi Bin Haji Sabki 5 Heng Heyok Chiang @ Heng Hock Cheng 6 Datin Josephine Anak Hilary Dom @ Josephine John 7 Datuk Amar Haji Ahmad Tarmizi Bin Haji Sulaiman 8 Assoc. Prof. Dr. Muhammad Abdullah Bin Zaidel Additional Notes: The board of directors of the Kafalah Provider as at 15 December 2020. (13) Disclosure of the following (i) : If the guarantor : or 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 guarantor or its board members for breaches of the same, for the past ten years prior to the lodgement/ since incorporation (for guarantor None. Printed on : 03/03/2021 13:41 Page 5 of 32
6. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions incorporated less than ten years) (ii) If the guarantor : has been subjected to any action by the stock exchange for any breach of the listing requirements or rules issued by the stock exchange, for the past five years prior to the lodgement Not applicable. (C) PARTIES TO THE TRANSACTION (a) Origination No. Roles Name of parties 1 Issuer Petroleum Sarawak Exploration & Production Sdn. Bhd. 2 Guarantor Petroleum Sarawak Berhad 3 Principal Adviser Maybank Investment Bank Berhad 4 Principal Adviser RHB Investment Bank Berhad 5 Lead Arranger Maybank Investment Bank Berhad 6 Lead Arranger RHB Investment Bank Berhad 7 Solicitors Adnan Sundra & Low 8 Sukuk Trustee Malaysian Trustees Berhad Printed on : 03/03/2021 13:41 Page 6 of 32
7. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions 9 Shariah Adviser Maybank Islamic Berhad 10 Shariah Adviser RHB Islamic Bank Berhad 11 Credit Rating Agency RAM Rating Services Berhad 12 Facility Agent RHB Investment Bank Berhad (b) At the point of distribution No. Roles Name of parties 1 Issuer Petroleum Sarawak Exploration & Production Sdn. Bhd. 2 Guarantor Petroleum Sarawak Berhad 3 Lead Manager Maybank Investment Bank Berhad and such other joint lead managers as appointed by the Issuer from time to time 4 Lead Manager RHB Investment Bank Berhad and such other joint lead managers as appointed by the Issuer from time to time 5 Facility Agent RHB Investment Bank Berhad 6 Shariah Adviser Maybank Islamic Berhad 7 Shariah Adviser RHB Islamic Bank Berhad 8 Central Depository Bank Negara Malaysia 9 Paying Agent Bank Negara Malaysia (c) After distribution No. Roles Name of parties Printed on : 03/03/2021 13:41 Page 7 of 32
8. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions 1 Issuer Petroleum Sarawak Exploration & Production Sdn. Bhd. 2 Guarantor Petroleum Sarawak Berhad 3 Principal Adviser Maybank Investment Bank Berhad 4 Principal Adviser RHB Investment Bank Berhad 5 Facility Agent RHB Investment Bank Berhad 6 Sukuk Trustee Malaysian Trustees Berhad 7 Shariah Adviser Maybank Islamic Berhad 8 Shariah Adviser RHB Islamic Bank Berhad 9 Credit Rating Agency RAM Rating Services Berhad 10 Central Depository Bank Negara Malaysia 11 Paying Agent Bank Negara Malaysia (D) DETAILS OF FACILITY/PROGRAMME (1) Name of facility : A multi-currency Islamic medium term notes (“Sukuk Wakalah”) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar (“Sukuk Wakalah Programme”). (2) One-time issue or programme : Programme (3) Shariah principles (for sukuk) : 1. Wakalah bi al-Istithmar 2. Murabahah (via Tawarruq arrangement) (4) Facility description : 1) Pursuant to a Wakalah agreement (“Wakalah Agreement”) entered into Printed on : 03/03/2021 13:41 Page 8 of 32
9. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions (for ringgitdenominated sukuk, to provide description as cleared by the SC) between the Sukuk Trustee (acting on behalf of the investors (“Sukukholders”)) and Petroleum Sarawak Exploration & Production Sdn Bhd (“Petros E&P”), the Sukuk Trustee (acting on behalf of the Sukukholders) shall appoint Petros E&P to act as its agent (“Wakeel”) to perform services which will include investing the Sukuk Proceeds (as defined below) into the Wakalah Investments (as defined below) and manage it. Petros E&P shall, from time to time, issue Sukuk Wakalah and the Sukukholders shall subscribe to the Sukuk Wakalah by paying the issue proceeds (“Sukuk Proceeds”). 2) Petros E&P, in its capacity as the Wakeel, shall declare a trust over the Trust Assets (as defined in paragraph (f) of “Other terms and conditions”) for the benefit of the Sukukholders. The Sukuk Wakalah shall represent the Sukukholders’ undivided and proportionate beneficial interest in the Trust Assets. The Trust Assets shall comprise of (i) Sukuk Proceeds, (ii) the Wakalah Investments and (iii) the rights, title, interest, entitlement and benefit in, to and under the Transaction Documents (as defined in paragraph (o) of “Other terms and conditions”). The Wakeel shall invest the Sukuk Proceeds received from the Sukukholders into the relevant investment portfolio which shall comprise of: (i) Shariah-compliant business operation of any entities within PETROS Group (as defined in paragraph (a) of “Other terms and conditions”), which shall be identified prior to issuance of the Sukuk Wakalah (“Shariah-compliant Business”); and (ii) Commodities (as defined in paragraph (f) of “Other terms and conditions”) purchased and sold under the Shariah principle of Murabahah (“Commodity Murabahah Investment”). The investments described in (i) and (ii) above shall collectively be referred to as the “Wakalah Investments”. Shariah-compliant Business Pursuant to an investment agreement between the Wakeel and Petros E&P, as the investment agent (“Investment Agent”), the Wakeel shall invest part of the Sukuk Proceeds into the Shariah-compliant Business. The Shariah-compliant Business shall be managed by the Investment Agent. The value of the Shariah-compliant Business should be at least 33% of the aggregate value of the Wakalah Investments, subject to the valuation principles set out in the Wakalah Agreement. The value attributable to the Wakalah Investments is the aggregate of the value of the Shariah-compliant Business and the Commodity Murabahah Investment. For the avoidance of doubt, the above ratio of at least 33% of the value of the Wakalah Investments is only applicable at the point of initial investment for each tranche of the respective Sukuk Wakalah and does not need to be maintained throughout the tenure of the Sukuk Wakalah. However, the Wakeel shall ensure that the Shariahcompliant Business shall at all times be a component of the Wakalah Investments. 3) Commodity Murabahah Investment The remaining balance of the Sukuk Proceeds shall be invested into the Commodity Murabahah Investment. The Commodity Murabahah Investment shall be effected as follows: Printed on : 03/03/2021 13:41 Page 9 of 32
10. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions (a) Pursuant to a commodity Murabahah master agreement between Petros E&P as the buyer (“Buyer”), the Wakeel and the Sukuk Trustee (the “Commodity Murabahah Master Agreement”), the Buyer shall issue a purchase order (“Purchase Order”) to the Wakeel and the Sukuk Trustee (both acting on behalf of the Sukukholders) with an irrevocable and unconditional undertaking to purchase the Commodities from the Sukukholders at the Deferred Sale Price (as defined below). (b) Pursuant to the Purchase Order, the Wakeel (on behalf of the Sukukholders) (via the Facility Agent as the purchase agent (“Purchase Agent”)) shall appoint a commodity trading participant (“CTP”) for purchase of Commodities on spot basis from the commodity supplier(s) at Bursa Suq Al-Sila’ or such other independent commodity broker acceptable to the Joint Shariah Advisers (“Commodity Supplier”) at a purchase price equivalent to the remaining balance of the Sukuk Proceeds (“Purchase Price”). (c) Upon acquiring the Commodities, the Purchase Agent on behalf of the Wakeel (for the benefit of the Sukukholders) will thereafter sell those Commodities to the Buyer for a price equivalent to the Purchase Price plus the profit margin and shall be payable on deferred payment basis (“Deferred Sale Price”). For the avoidance of doubt, the Deferred Sale Price shall be an amount equal to the aggregate of the Expected Periodic Distribution Amount (as defined below), if any, and the nominal value of the corresponding tranche of the respective Sukuk Wakalah. “Expected Periodic Distribution Amount” means on any relevant periodic distribution date, such amount calculated at the Periodic Distribution Rate (as defined in paragraph (h) of “Other terms and conditions”) on the nominal value of the relevant Sukuk Wakalah based on actual/365 days. (d) The Buyer (via the Facility Agent as the sale agent (“Sale Agent”)) shall appoint the CTP, who will immediately sell the Commodities to Bursa Malaysia Islamic Services Sdn Bhd or such other independent commodity broker acceptable to the Joint Shariah Advisers (“Commodity Buyer”) on spot basis for cash, equivalent to the Purchase Price. 4) Periodic Distribution / one-off distribution In respect of Sukuk Wakalah with Periodic Distributions (as defined below), returns generated from the Wakalah Investments (including part payment of the Deferred Sale price) up to the Expected Periodic Distribution Amount shall be distributed to the Sukukholders periodically in the form of periodic distributions (“Periodic Distributions”) on fixed rate basis or floating rate basis. In respect of Sukuk Wakalah without Periodic Distributions, the expected one-off distribution amount which shall be equal to the difference between the nominal value and the Sukuk Proceeds of the Sukuk Wakalah (“Expected One-off Distribution Amount”) shall be distributed to the Sukukholders on a one-off basis upon the maturity date (“Scheduled Dissolution Date”) or upon the declaration that a Dissolution Event (as defined in paragraph entitled “Events of default or enforcement events, where applicable, including recourse available to investors”) has occurred (“Dissolution Declaration Date”). On (i) each periodic distribution date; (ii) the Scheduled Dissolution Date; or (iii) the Dissolution Declaration Date; as the case may be, any returns from the Wakalah Printed on : 03/03/2021 13:41 Page 10 of 32
11. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions Investments in excess of the Expected Periodic Distribution Amount distributable and/or the Dissolution Distribution Amount (as defined in paragraph (k) of “Other terms and conditions”) due and payable under the Sukuk Wakalah (as the case may be) shall be waived by the Sukukholders and retained by Petros E&P as an incentive fee for its services as Wakeel in managing the Wakalah Investment. 5) Petros E&P (as the “Obligor”) shall grant a purchase undertaking (“Purchase Undertaking”) to the Sukuk Trustee (for the benefit of the Sukukholders), whereby on a Scheduled Dissolution Date or the Dissolution Declaration Date, whichever is the earlier, the Obligor shall purchase the Shariah-compliant Business at the Exercise Price (as defined below) by entering into the sale agreement (“Sale Agreement”). The “Exercise Price” for the purchase of the Shariah-compliant Business shall be at the market value or fair value of the Shariah-compliant Business determined based on the valuation principles set out in the Wakalah Agreement, at the relevant Scheduled Dissolution Date or the Dissolution Declaration Date, as the case may be. The Sukuk Trustee (for the benefit of the Sukukholders) shall issue a sale undertaking (“Sale Undertaking”) in favour of Petros E&P under which the Sukuk Trustee shall sell the Shariah-compliant Business to Petros E&P upon early redemption (“Early Redemption Date”) at the Exercise Price and enter into a sale agreement for such sale. 6) Proceeds of the Wakalah Investments being the Exercise Price, the Deferred Sale Price (subject to any Ibra’ if applicable) and any returns generated shall be utilised to redeem the Sukuk Wakalah at the Dissolution Distribution Amount, on the Scheduled Dissolution Date, the Dissolution Declaration Date or the Early Redemption Date, as the case may be. Any excess in respect of proceeds of the Wakalah Investments thereof shall be waived by the Sukukholders and be retained by the Wakeel as incentive fee. Upon full payment of all amounts due and payable under the Sukuk Wakalah, the relevant trust in respect of the Trust Assets will be dissolved and the relevant tranche of the Sukuk Wakalah held by the Sukukholders will be cancelled. 7) Petroleum Sarawak Berhad (Registration No. 201701025772 (1239938-U)) (“PETROS”) shall provide an unconditional and irrevocable corporate guarantee under the Shariah principle of Al-Kafalah (“Corporate Kafalah”), as a continuing obligation, in favour of the Sukuk Trustee for and on behalf of the Sukukholders under which PETROS shall agree to guarantee all payment obligations of the Issuer under or in connection with the Transaction Documents including the obligation to pay the Deferred Sale Price which is due and payable on the relevant Scheduled Dissolution Date and/or the relevant periodic distribution date and/or such other date where the Sukuk Wakalah shall be due for redemption, as the case may be, including any payment obligation in respect of Ta’widh (compensation) and all charges in relation to the Sukuk Wakalah issued and to be issued under the Sukuk Wakalah Programme. Please refer to the attachment for the transaction diagram and explanatory notes for the Sukuk Wakalah transaction pursuant to the Sukuk Wakalah Programme. (5) Currency : Multi-currency including Ringgit Printed on : 03/03/2021 13:41 Page 11 of 32
12. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions (6) Expected facility/ programme size : (7) Option to upsize (for : programme) Up to MYR 15,000,000,000.00 Yes Additional Notes: The Issuer shall have the option to upsize the limit of the Sukuk Wakalah Programme at any time and from time to time, provided that the following conditions have been fulfilled: (a) there is no adverse impact on the credit rating of the Sukuk Wakalah Programme; (b) the proposed upsizing shall not unfairly discriminate against or is otherwise prejudicial to the Sukukholders. (c) the compliance with the relevant requirements under the Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework (first issued by the SC on 9 March 2015 and revised on 12 November 2020) (as amended from time to time) (“LOLA Guidelines”) in relation to such upsizing; (d) the relevant regulatory approvals (if applicable) and necessary corporate authorisations of the Issuer being obtained; and (e) if applicable, execution of documentation to evidence the upsizing of the Sukuk Wakalah Programme, The Sukukholders shall be deemed to have consented to such upsizing of the limit of the Sukuk Wakalah Programme in the Trust Deed. No consent is required from the Sukuk Trustee, the Facility Agent and any other party under the Sukuk Wakalah Programme when the upsizing of the limit of the Sukuk Wakalah Programme is exercised by the Issuer. (8) Tenure of facility/ programme : (9) Availability period for : debt/ sukuk programme 30 year(s) The Sukuk Wakalah shall be available for issuance upon completion of documentation and fulfilment of all conditions precedent under the Sukuk Wakalah Programme to the satisfaction of the Joint Lead Arrangers (unless otherwise waived or deferred by the Joint Lead Arrangers) and ending on the expiry date of the Sukuk Wakalah Programme. The first issuance shall be made within sixty (60) business days from the date of the lodgement with the Securities Commission Malaysia (“SC”). (10) Clearing and : settlement platform (11) Mode of issue : (i) Payments Network Malaysia Sdn. Bhd. (“PayNet”); and/or (ii) any other clearing system as specified in the applicable pricing supplement. Private/direct placement Printed on : 03/03/2021 13:41 Page 12 of 32
13. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions Bought deal Book building (12) Selling restrictions : (i) At issuance: Part I of Schedule 6 of the Capital Markets & Services Act, 2007 (CMSA) Part I of Schedule 7 of the CMSA Read together with Schedule 9 of CMSA Section 2(6) of the Companies Act 2016 Other-. (ii) After issuance: Part I of Schedule 6 of the CMSA Read together with Schedule 9 of CMSA Section 2(6) of the Companies Act 2016 OtherAdditional Notes: Selling Restrictions at issuance The Sukuk Wakalah may only be offered, sold, transferred or otherwise disposed directly or indirectly, to a person to whom an offer for subscription or purchase of, or invitation to subscribe for or purchase of the Sukuk Wakalah and to whom the Sukuk Wakalah are issued would fall within Part 1 of Schedule 6 (or Section 229(1)(b)) and Part 1 of Schedule 7 (or Section 230(1)(b)); read together with Schedule 9 (or Section 257(3)) of the Capital Markets and Services Act, 2007 as amended from time to time, (“CMSA”), or Section 2(6) of the Companies Act, 2016 as amended from time to time, (“CA”), subject to any change in the applicable laws and such other selling restrictions as may be applicable outside Malaysia. Selling Restrictions after issuance The Sukuk Wakalah may only be offered, sold, transferred or otherwise disposed directly or indirectly, to a person to whom an offer for subscription or purchase of, or invitation to subscribe for or purchase of the Sukuk Wakalah and to whom the Sukuk Wakalah are issued would fall within Part 1 of Schedule 6 (or Section 229(1)(b)); read together with Schedule 9 (or Section 257(3)) of the CMSA, or Section 2(6) of the CA, subject to any change in the applicable laws and such other selling restrictions as may be applicable outside Malaysia. In addition to the above, the Sukuk Wakalah denominated in foreign currency may only be offered, sold, transferred or otherwise disposed directly or indirectly to a Resident (as defined under the Financial Services Act, 2013 as amended from time to time). (13) Tradability and transferability : Size in Ringgit which are tradable and transferable: MYR 15,000,000,000.00 Size in Ringgit which are non-tradable and non-transferable: Not applicable Additional Notes: Printed on : 03/03/2021 13:41 Page 13 of 32
14. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions The Sukuk Wakalah are tradeable and transferable subject to the selling restrictions as provided in paragraph entitled “Selling Restrictions”. (14) Secured/combinatio : n of unsecured and secured, if applicable Unsecured (15) Details of guarantee, : if applicable PETROS (as the Kafalah Provider) shall provide a Corporate Kafalah, as a continuing obligation, in favour of the Sukuk Trustee for and on behalf of the Sukukholders, under which PETROS shall guarantee all payment obligations of the Issuer under or in connection with the Transaction Documents including the obligation to pay the Deferred Sale Price which is due and payable on the relevant Scheduled Dissolution Date and/or the relevant periodic distribution date and/or such other date where the Sukuk Wakalah shall be due for redemption, as the case may be, including any payment obligation in respect of Ta’widh (compensation) and all charges in relation to the Sukuk Wakalah issued and to be issued under the Sukuk Wakalah Programme. The Corporate Kafalah is enforceable upon a declaration of a Dissolution Event (as defined in paragraph entitled “Events of default or enforcement events, where applicable, including recourse available to investors”), whereby the amount guaranteed under the Corporate Kafalah by PETROS shall be payable on demand. (16) Convertibility of : issuance and details of the convertability Non-convertible (17) Exchangeability of : issuance and details of the exchangeability Non-exchangeable (18) Call option and : details, if applicable No call option (19) Put option and : details, if applicable No put option (20) Details of covenants : Positive Covenants The positive covenants shall include but are not limited to the following: (i) Each of the Issuer and the Kafalah Provider shall exercise reasonable diligence in carrying out its businesses and affairs in a proper and efficient manner; (ii) Each of the Issuer and the Kafalah Provider shall maintain in full force and Printed on : 03/03/2021 13:41 Page 14 of 32
15. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions effect all relevant authorisations, consents, rights, licences approval and permits (governmental and otherwise) which are necessary for the operation of its business or for it to enter into or perform its obligations under the Transaction Documents to which it is a party and will promptly obtain any further authorisations, consents, rights, licences, approvals and permits (governmental and otherwise) which is or may become necessary to enable them to operate its businesses or for it to enter into or perform its obligations under the Transaction Documents to which it is a party; (iii) In the case of Ringgit-denominated Sukuk Wakalah, the Issuer shall maintain a paying agent, or its equivalent, who is based in Malaysia; (iv) The Issuer shall procure that the facility agent shall notify the Sukuk Trustee if the paying agent does not receive payment from the Issuer on the relevant due dates as required under the Transaction Documents and the terms and conditions of the Sukuk Wakalah; (v) The Issuer and the Kafalah Provider shall keep proper books, accounts and records at all times and to provide the Sukuk Trustee and any person appointed by it (e.g. auditors) access to such books and accounts to the extent permitted by law; (vi) The Issuer shall ensure that the provisions of the Information Memorandum do not contain any matter which is inconsistent with the provisions of the Transaction Documents and the terms and conditions of the Sukuk Wakalah; (vii) The Issuer and the Kafalah Provider shall comply with all applicable laws including the provisions of the CMSA and/or the directive, written notices, circulars or guidelines issued by the SC from time to time including any applicable anti money laundering and terrorism financing laws; (viii) The Issuer and the Kafalah Provider shall at all times on demand execute all such further documents and do all such further acts reasonably necessary at any time or times to give effect to the terms and conditions of the Transaction Documents; (ix) Each of the Issuer and the Kafalah Provider shall comply at all times with the provisions in the Transaction Documents to which it is a party and the terms and conditions of the Sukuk Wakalah and it shall immediately notify the Sukuk Trustee in the event that it is unable to fulfill or comply with any of the provisions of the Transaction Documents to which it is a party; (x) Each of the Issuer and the Kafalah Provider shall maintain and/or cause to be maintained adequate takaful/insurance cover in respect of its assets and business and all other takaful/insurance necessary for its assets and business in accordance with common industry practice for business of such nature with reputable takaful/insurance companies and promptly notify the Sukuk Trustee of any event which will or may give rise to any claim or right of action under any takaful/insurance; (xi) The Issuer shall directly or indirectly remain as a wholly owned subsidiary of PETROS; (xii) The Kafalah Provider shall directly or indirectly remain as a wholly owned subsidiary of State Financial of Secretary Sarawak; (xiii) The Issuer shall maintain at all times throughout the tenure of the Sukuk Printed on : 03/03/2021 13:41 Page 15 of 32
16. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions Wakalah Programme, the Sukuk Trustees’ Reimbursement Account with a deposit sum of RM100,000.00; and (xiv) any other positive covenants as advised by the solicitors and mutually agreed between the Issuer and Joint Lead Arrangers. Negative covenants The negative covenants shall include but are not limited to the following:(i) Each of the Issuer and the Kafalah Provider shall not grant guarantees, indemnities or similar assurances against financial loss in respect of any indebtedness and/or liabilities of its affiliate or any third party other than: in case of the Issuer: (a) guarantees, indemnities or similar assurances (including any performance bonds, warranty bonds and/or completion guarantee) granted in the Issuer’s ordinary course of business; and (b) guarantees, indemnities or similar assurances (including any performance bonds, warranty bonds and/or completion guarantee) granted in respect of the indebtedness and/or liabilities of the subsidiaries of the Issuer and/or any of joint venture of the Issuer, provided that such indebtedness and/or liabilities arise out of businesses relating to the ordinary course of business of the Issuer; in case of the Kafalah Provider: (a) guarantees, indemnities or similar assurances (including any performance bonds, warranty bonds and/or completion guarantee) granted in the Kafalah Provider’s ordinary course of business; and (b) guarantees, indemnities or similar assurances (including any performance bonds, warranty bonds and/or completion guarantee) granted in respect of the indebtedness and/or liabilities of the subsidiaries of the Kafalah Provider and/or any of joint venture of the Kafalah Provider, provided that such indebtedness and/or liabilities arise out of businesses relating to the ordinary course of business of the Kafalah Provider; (ii) Each of the Issuer and the Kafalah Provider shall not create or permit to exist any encumbrance, mortgage, charge whether (fixed or floating), pledge, lien, assignment or otherwise create or permit to exist any security interest over the whole or any part of its assets, undertakings and/or revenues, except for: in case of the Issuer: (a) liens arising in the ordinary course of business of the Issuer by operations of law and not by way of contract; (b) any security interest created or to be created in favour of any financiers providing financing to any subsidiary of the Issuer; and (c) any security or arrangement for the purpose of providing security in respect of any joint ventures entered into or to be entered into by the Issuer; in case of the Kafalah Provider: (a) liens arising in the ordinary course of business of the Kafalah Provider by Printed on : 03/03/2021 13:41 Page 16 of 32
17. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions operations of law and not by way of contract; (b) any security interest created or to be created in favour of any financiers providing financing to any subsidiary of the Kafalah Provider; and (c) any security or arrangement for the purpose of providing security in respect of any joint ventures entered into or to be entered into by the Kafalah Provider. In relation to items (b) and (c) above (relating to both the Issuer and the Kafalah Provider), security interest created in relation to borrowing with not more than 10% of PETROS’ total consolidated assets, calculated by reference to the then latest audited consolidated financial statements of PETROS. (iii) Each of the Issuer and the Kafalah Provider shall not enter into a transaction, whether directly or indirectly with interested persons unless: (a) such transaction shall be on terms that are no less favourable to the Issuer or the Kafalah Provider (as the case may be) than those which could have been obtained in a comparable transaction from persons who are not interested persons; and (b) with respect to transactions involving an aggregate payment or value equal to or greater than 5% of PETROS’ total consolidated assets, the Issuer or the Kafalah Provider (as the case may be) obtains certification from an independent adviser that the transaction is carried out on fair and reasonable terms, provided that: (1) the Issuer or the Kafalah Provider (as the case may be) certifies to the Sukuk Trustee that the transaction complies with (a); (2) the Issuer or the Kafalah Provider (as the case may be) has received the certification referred to in (b) (where applicable); and (3) the transaction has been approved by the majority of the board of directors or shareholders of the Issuer or the Kafalah Provider (as the case may be) in a general meeting as the case may require; For avoidance of doubt, interested persons shall include directors, major shareholders and chief executives of the Issuer or the Kafalah Provider (as the case may be) and shall also have the meaning ascribed to it in the Trust Deeds Guidelines issued by the SC (1st issued on 12 July 2011, revised on 23 July 2020 and effective on 23 August 2020) (“Trust Deeds Guidelines”), and if there is any inconsistency, the meaning as ascribed in the Trust Deeds Guidelines shall prevail. (iv) Each of the Issuer and the Kafalah Provider shall not reduce its paid-up capital whether by varying the amount, structure or value thereof or the rights attached thereto or by converting any of its share capital into stock, or by consolidating, dividing or sub-dividing all or any of its shares, or by any other manner; (v) Each of the Issuer and the Kafalah Provider shall not permit any amendment, supplement or variation to its Constitution in a manner which may be materially prejudicial to the interests of the Sukukholders; (vi) The Issuer shall not change the utilisation of proceeds from the Sukuk Wakalah where the Transaction Documents and the Information Memorandum set out a specific purpose for which proceeds are to be utilised; Printed on : 03/03/2021 13:41 Page 17 of 32
18. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions (vii) Each of the Issuer and the Kafalah Provider shall not take steps to wind-up or dissolve itself; (viii) The Issuer and the Kafalah Provider shall not enter into or undertake any amalgamation, demerger, merger, consolidation, corporation reconstruction, reorganisation or restructuring which would result in a Material Adverse Effect (a “Corporate Restructuring”); (ix) Each of the Issuer and the Kafalah Provider shall not declare or pay any dividends or make any distribution whether income or capital in its nature to its shareholders if a Dissolution Event has occurred and is continuing or if following such payment, distribution or declaration, a Dissolution Event would occur; (x) Each of the Issuer and the Kafalah Provider shall not carry out its businesses in a way that will adversely affect its ability to perform its obligations under the Transaction Documents to which it is a party; (xi) Each of the Issuer and the Kafalah Provider shall not surrender, transfer, assign, relinquish or otherwise dispose of any of its rights and interest under the Transaction Documents to which it is a party (without the prior written consent from the Sukuk Trustee) except in accordance with the terms of the Transaction Documents; (xii) Each of the Issuer and the Kafalah Provider shall not sell, transfer, lease or otherwise dispose or in any case cease to exercise control over, whether by single transaction or number of related transactions, any of its assets, other than any sale, transfer, lease or other disposal of any of its assets (a) in its ordinary course of business; (b) solely for the purpose of facilitating the Shariah-compliant financing facilities; (xiii) The Kafalah Provider shall not in any way permit or allow any change to its direct or indirect shareholdings in the Material Subsidiaries which may have a Material Adverse Effect. (xiv) Any other negative covenants as advised by the solicitors and mutually agreed between the Issuer and Joint Lead Arrangers. Financial Covenants The Issuer and the Kafalah Provider shall ensure and procure the following financial covenants to be maintained for so long as any Sukuk Wakalah is outstanding: (i) the Debt to Equity Ratio (“DE Ratio”) of the PETROS Group (as defined below) shall not exceed the following prescribed limit for the corresponding period: Period Maximum DE Ratio From 5th anniversary (exclusive) up to 8th anniversary (inclusive) From 8th anniversary (exclusive) up to 10th Printed on : 03/03/2021 13:41 Page 18 of 32 6.00 times
19. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions anniversary (inclusive) After 10th anniversary (exclusive) 3.00 times 2.00 times Note – Anniversary shall mean anniversary of the first issuance date under the Sukuk Wakalah Programme. Exclusive or inclusive shall mean if the relevant anniversary date is excluded or included respectively. The DE Ratio is the ratio of indebtedness of the PETROS Group represented by dividing Debt to the Equity where: Debt is defined as: (a) all principal amounts outstanding under the Sukuk Wakalah Programme; and (b) all other indebtedness for financing/borrowed moneys (excluding outstanding under its revolving working capital/ overdraft facilities), hire purchase obligations, finance lease obligations (excluding finance lease obligations arising from building/office rental leases incurred in relation to its business), net exposure determined on a marked to market basis under any derivative instrument (but excluding forward contracts entered into in the ordinary course of business which are trade in nature) and obligations/ liabilities under call or put options (upon crystallisation of such call or put options) of the PETROS Group. Equity is defined as the consolidated shareholders’ funds of PETROS including, if any, preference equity, subordinated shareholders’ advances/ loans, minority interests of PETROS (if any), irredeemable convertible unsecured loan stocks of PETROS (if any) and retained earnings/ losses. “PETROS Group” shall mean PETROS and its subsidiaries. (ii) the Debt shall not exceed the following prescribed limit (“Debt Limit”) for the corresponding period: Period Debt Limit From first issue date up to 1st anniversary (inclusive) RM5,000,000,000 From 1st anniversary (exclusive) up to 3rd anniversary (inclusive) RM10,000,000,000 From 3rd anniversary (exclusive) up to 5th anniversary (inclusive) RM15,000,000,000 The DE Ratio shall be calculated for each financial year during the tenure of the Sukuk Wakalah Programme based on the latest audited consolidated financial statements of PETROS. The calculation of the DE Ratio shall be duly confirmed by Printed on : 03/03/2021 13:41 Page 19 of 32
20. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions PETROS’ external auditors on an annual basis. The Issuer and/or the Kafalah Provider shall arrange for the external auditor’s confirmation to be forwarded to the Facility Agent, Sukuk Trustee and the Rating Agency. For the avoidance of doubt, any double counting shall be disregarded. Such other financial covenants as may be determined by the rating agency and mutually agreed with the Issuer (if any). Information Covenants The information covenants shall include but are not limited to the following: (i) Each of the Issuer and the Kafalah Provider shall give to the Sukuk Trustee any information which the Sukuk Trustee may reasonably require in order to discharge its duties and obligations under the Transaction Documents relating to the affairs of the Issuer and/or the Kafalah Provider to the extent permitted by law; (ii) Each of the Issuer and the Kafalah Provider shall immediately give notice in writing to the Sukuk Trustee if it becomes aware of: (a) any potential Dissolution Events or any Dissolution Events under any outstanding Sukuk Wakalah under the Sukuk Wakalah Programme has occurred and is continuing; (b) the happening of any event that has caused or could cause, one or more of the following:(1) any amount secured or payable under the Sukuk Wakalah to become immediately payable; (2) the Sukuk Wakalah to become immediately enforceable; or (3) any other right or remedy under the terms, provisions or covenants of the Sukuk Wakalah or Transaction Documents to become immediately enforceable; (c) any circumstance that has occurred that would materially and adversely affect the ability of the Issuer and/or the Kafalah Provider to perform any of its obligations under any of the Transaction Documents to which it is a party; (d) any substantial change in the nature of the business of the Issuer and/or the Kafalah Provider; (e) a change in the name of the Issuer or the Kafalah Provider; (f) any change in the withholding tax position or taxing jurisdiction of the Issuer and/or the Kafalah Provider; (g) any change to the board of directors of the Issuer and/or the Kafalah Provider; (h) any change in the utilisation of the proceeds as provided in the Information Memorandum and the Transaction Documents; (i) any cessation of liability of the Kafalah Provider for the payment of the whole or part of the moneys for which it were liable under the Corporate Kafalah; and (j) any other matter that may materially prejudice the interests of the Sukukholders; (iii) Each of the Issuer and the Kafalah Provider shall promptly deliver to the Sukuk Trustee the following: (a) its annual audited financial statements (which shall contain income statement, Printed on : 03/03/2021 13:41 Page 20 of 32
21. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions balance sheet and cash flow statement) audited and duly certified without qualification by a firm of independent certified public accountants as soon as they become available (and in any event within one hundred eighty (180) days from the end of each financial year); (b) its semi-annual unaudited financial statements (which shall contain income statement, balance sheet) prepared in accordance with the approved accounting standards in Malaysia duly certified by one (1) director of the Issuer or the Kafalah Provider (as the case may be) as soon as they become available (in any case within ninety (90) days from the end of each half of the financial year); and (c) promptly, such other information relating to its business and operations and the Sukuk Trustee may from time to time request in writing on order to discharge its duties and obligations as Sukuk Trustee under the Trust Deed; and (d) any other account, report, notice, statement or circular issued to its shareholders which are material and substantial to or necessary for the Sukukholders to make informed investment decisions. The Sukuk Trustee shall at its discretion circulate any of the information above to the Sukukholders and the credit rating agency. (iv) The Issuer and the Kafalah Provider shall deliver to the Sukuk Trustee annually (within one hundred eighty (180) days from the end of each financial year end), a certificate signed by one (1) director or authorised signatory of the Issuer or the Kafalah Provider (as the case may be) confirming (i) the Issuer or the Kafalah Provider (as the case may be) has observed, complied with and performed all of its obligations under the relevant Transaction Documents and the terms and conditions of the Sukuk Wakalah Programme; (ii) the required financial covenant has been maintained in accordance with the terms and conditions of the Sukuk Wakalah Programme; and (iii) that there did not exist or had not existed, from the date of first issuance of the Sukuk Wakalah or from the date of the previous certificate, as the case may be, any Dissolution Event or event which with the giving of notice and/or lapse of time and/or the issue of a certificate would constitute a Dissolution Event, where applicable, and if such is not the case, to specify the same and steps being taken, if any, to remedy the same; and (v) Any other information covenants as may be advised by the Solicitors and mutually agreed by the Issuer and the Joint Lead Arrangers. (21) Details of : designated account, if applicable (22) Name of credit rating: agency, credit rating and amount rated, if applicable No designated account No. Credit rating Credit rating Final/ agency indicative rating Name of Class/ Series/ Tranche Amount rated 1 RAM Rating AAA Not MYR Printed on : 03/03/2021 13:41 Page 21 of 32 Final rating
22. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions Services Bhd (RAM) (23) Conditions precedent : applicable 15,000,000, 000.00 Conditions precedent relating to the establishment of the Sukuk Wakalah Programme The availability of the Sukuk Wakalah Programme shall be subject to conditions precedent, including but not limited to those set out below (all in form and substance acceptable to the Joint Lead Arrangers, unless waived by the Joint Lead Arrangers, as the case may be): Main documentation: (i) The relevant Transaction Documents have been executed and, where applicable, stamped or endorsed as exempted from stamp duty and presented for registration with the relevant registries/authorities. The Issuer and the Kafalah Provider: (i) Certified true copy of the Issuer’s board of directors’ resolution authorising, among others: (a) the establishment of the Sukuk Wakalah Programme; (b) the issuance of the relevant Sukuk Wakalah under the Sukuk Wakalah Programme; and (c) the execution of the relevant Transaction Documents to which it is a party; (ii) Certified true copy of the Kafalah Provider’s board of directors’ resolution authorising, amongst others, the provision of the Corporate Kafalah and the execution thereof; (iii) Certified true copies of the Certificate of Incorporation and the Constitution of the Issuer and the Kafalah Provider and other relevant statutory forms of the Issuer and the Kafalah Provider duly certified by the company secretary of the Issuer and the Kafalah Provider respectively; (iv) A list of the authorised signatories of the Issuer and the Kafalah Provider and their respective specimen signatures; (v) Satisfactory reports of company searches on the Issuer and the Kafalah Provider; and (vi) Satisfactory reports of the winding-up search or, in lieu of the winding-up search, the relevant statutory declaration of the Issuer and the Kafalah Provider. General: (i) Evidence that the endorsement from the Shariah Advisor Council of the SC and the acknowledgement in respect of the lodgement of the required information and documents relating to the Sukuk Wakalah Programme with the SC has been obtained; (ii) Confirmation from the Joint Shariah Advisers that the structure and mechanism together with Transaction Documents of the Sukuk Wakalah Programme are in compliance with Shariah; (iii) All necessary approvals and consents required for the establishment of the Printed on : 03/03/2021 13:41 Page 22 of 32
23. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions Sukuk Wakalah Programme (if required) have been obtained and the Issuer is in compliance with all conditions of such approvals and consents. (iv) Evidence that all relevant transaction fees, costs and expenses in relation to the Sukuk Wakalah Programme have been or will be paid in full; (v) Evidence of the completion of satisfactory legal due diligence exercise and the receipt of the legal due diligence report by the Joint Lead Arrangers from the Solicitors; (vi) A legal opinion from the Solicitors addressed to the Joint Lead Arrangers, with respect to, among others, the legality, validity and enforceability of the Transaction Documents and a confirmation from the Solicitors that all conditions precedent (set out herein) have been fulfilled or waived (as the case may be), to the satisfaction of the Joint Lead Arrangers; (vii) The Ringgit-denominated rated Sukuk Wakalah has obtained a rating of AAA from credit rating agency; (viii) Confirmation from the Sukuk Trustee that the Sukuk Trustees’ Reimbursement Account has been opened and established with such financial institution acceptable to the Joint Lead Arrangers and the mandates are in accordance with the terms of the board of directors’ resolution and the provisions of the relevant Transaction Documents and the deposit of RM100,000.00 has been made; and (ix) Such other conditions precedent as may be advised by the Solicitors and mutually agreed by the Issuer. Conditions Precedent prior to each issuance of Sukuk Wakalah (i) Confirmation from the Issuer that all representations and warranties remain true and correct in all material respects and it is in compliance with all covenants under the Transaction Documents; (ii) No Dissolution Event has occurred or will occur as a result of such subsequent issuance; (iii) Certified true copy of the Issuer’s board of directors’ resolution authorising, the issuance of the relevant tranche of Sukuk Wakalah under the Sukuk Wakalah Programme; and (iv) Such other conditions precedent as advised by the Solicitors and mutually agreed between the Issuer and Joint Lead Arrangers. Conditions precedent relating to each issuance of foreign currency denominated Sukuk Wakalah (i) The Issuer shall have received a rating letter/report(s) from the appointed rating agency acceptable to the Joint Lead Managers, confirming that the foreign currency denominated rated Sukuk have been assigned with such rating acceptable to the Joint Lead Managers; (ii) Evidence that approval from regulators of the relevant jurisdiction(s) in relation to the particular tranche of the foreign currency Sukuk Wakalah has been obtained, including but not limited to approval from BNM, if applicable; (iii) Receipt of satisfactory legal opinion from legal counsel of the relevant Printed on : 03/03/2021 13:41 Page 23 of 32
24. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions jurisdiction in relation to the particular tranche of the foreign currency Sukuk Wakalah; (iv) Confirmation that no Dissolution Event has occurred or shall occur if the relevant issuance is made; (v) Confirmation that the Issuer is in compliance with all Representation and Warranties and Covenants under the Transaction Documents; (vi) Certified true copy of the Issuer’s board of directors’ resolution authorising, among others, the issuance of the relevant tranche of Sukuk Wakalah under the Sukuk Wakalah Programme; and (vii) Such other conditions precedent as advised by the Solicitors and mutually agreed between the Issuer and Joint Lead Arrangers. (24) Representations and : warranties To include but is not limited to the following: (i) Each of the Issuer and the Kafalah Provider is a company duly incorporated and validly existing under the laws of Malaysia and has the power to own its assets and carry on its business as it is being conducted; (ii) Each of the Issuer and the Kafalah Provider has the power to enter into, exercise its rights and perform its obligations under the relevant Transaction Documents; (iii) The execution and delivery of the Transaction Documents, and the performance of any of the transactions contemplated in the Transaction Documents: (a) does not and will not contravene or constitute a default under any provision contained in any agreement, instrument, law, ordinance, decree, judgment, order, rule, regulation, licence, permit or consent by which each of the Issuer and the Kafalah Provider or any of its assets is bound; (b) does not and will not cause any limitation on each of the Issuer and the Kafalah Provider or the powers of its board of directors, whether imposed by or contained in the Constitution or in any agreement, instrument, law, ordinance, decree, order, rule, regulation or judgment binding on the Issuer (as applicable), to be exceeded; or (c) does not and will not cause the creation or imposition of any security interest or restrictions of any nature on any of the Issuer’s and/or the Kafalah Provider’s assets save as permitted under the Transaction Documents; (iv) All necessary actions, approval, authorisations, consents (governmental and otherwise) which are required for each of the Issuer and the Kafalah Provider to own its assets, carry on its business and for its performance under the Transaction Documents to which it is a party have been obtained, renewed, fulfilled and remain in full force and effect; (v) No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency are presently in progress, pending or instituted or threatened against the Issuer and/or the Kafalah Provider, which has or would have a Material Adverse Effect; Printed on : 03/03/2021 13:41 Page 24 of 32
25. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions (vi) Each of the Transaction Documents is or will when executed and/or issued, as the case may be, be in full force and effect and constitutes, or will when executed or issued, as the case may be, constitute, valid and legally binding obligations of the Issuer and/or the Kafalah Provider (as the case may be) enforceable in accordance with its terms; (vii) No event which would constitute Dissolution Event has occurred or is continuing or would occur as a result of the issuance of the Sukuk Wakalah; (viii) The audited financial statements of the Issuer and the audited consolidated financial statements of the Kafalah Provider (including the income statements and balance sheets) have been prepared on a basis consistently applied in accordance with the approved accounting standards in Malaysia and in accordance with all procedures required by their respective Constitutions and the laws of Malaysia and audited by qualified auditors and give a true and fair view of the results of their respective operations for that year and the state of its financial affairs at that date, and in particular disclose or reserve against its liabilities (actual or contingent); (ix) (a) No step has been taken by the Issuer and/or the Kafalah Provider, their respective creditors or any of their respective shareholders or any other person on their behalf nor have any legal proceedings or applications been started or threatened under Section 366 of the Companies Act; and (b) No steps have been taken or threatened nor have any legal proceedings been commenced or threatened for the appointment of a receiver, receiver and manager, liquidator (interim or otherwise), judicial manager, nominee, trustee or similar officer in respect of the Issuer and/or the Kafalah Provider, or on all or any part of the business, assets or revenue of the Issuer and/or the Kafalah Provider for the re-organisation, scheme of arrangement, corporate voluntary arrangement or judicial management of the Issuer and/or the Kafalah Provider; (x) No meeting has been convened for the winding-up of the Issuer and/or the Kafalah Provider and no petition, application or the like is outstanding for the judicial management or the winding-up of the Issuer and/or the Kafalah Provider and no judicial management or winding up order has been made against the Issuer and/or the Kafalah Provider, and each of the Issuer and the Kafalah Provider has not entered into or take any step for a voluntary arrangement with its creditors; (xi) No material adverse change in the business condition (financial or otherwise), operations, affairs, performance, properties or prospects of the Issuer and/or the Kafalah Provider which might have a Material Adverse Effect on the Issuer’s and/or the Kafalah Provider’s (as the case may be) ability to comply with its obligations under the Transaction Documents to which it is a party; (xii) Each of the Issuer and the Kafalah Provider is in compliance and will comply with all applicable laws, regulations, by-laws, orders, codes of practice, directives, guidelines, specifications, notices, circulars and other requirements of all relevant statutory bodies and any relevant federal, local or municipal government department or agencies; (xiii) Each of the Issuer and the Kafalah Provider has maintained and continue to maintain such takaful/insurances in respect of its assets and business against all risks which a prudent company carrying a similar business to that of the Issuer or the Kafalah Provider (as the case may be) would normally insure; Printed on : 03/03/2021 13:41 Page 25 of 32
26. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions (xiv) The Sukuk Wakalah, pursuant to the relevant Transaction Documents, constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and shall at all times rank pari passu without, discrimination, priority or preference amongst themselves and at least pari passu with all other unsecured and unsubordinated obligations of the Issuer subject to the provisions of the Transaction Documents and those preferred by law; (xv) The Corporate Kafalah constitutes direct, unconditional, unsecured and unsubordinated obligations of the Kafalah Provider and shall at all times rank pari passu with all other unsecured and unsubordinated obligations of the Kafalah Provider subject to the provisions of the Corporate Kafalah and those preferred by law; (xvi) All information furnished by the Issuer and the Kafalah Provider in connection with the Issuer’s and the Kafalah Provider’s assets, business and operations, the Sukuk Wakalah, the Sukuk Wakalah Programme and the Transaction Documents are not false or misleading or contain any material omission; and (xvii) Any other representations and warranties as advised by the solicitors and mutually agreed between the Issuer and Joint Lead Arrangers. Printed on : 03/03/2021 13:41 Page 26 of 32
27. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions (25) Events of defaults or : enforcement events, where applicable, including recourse available to investors The events of default or dissolution events in relation to Sukuk Wakalah (“Dissolution Events”) include but is not limited to: (i) Non-payment: The Issuer fails to pay any amount due under the Sukuk Wakalah when such payment is due and payable in accordance with the Transaction Documents; (ii) Breach of Obligations: The Issuer or the Kafalah Provider fails to observe or perform any of its undertakings, covenants and/or obligations under the Transaction Documents to which it is a party or there is a breach by the Issuer or the Kafalah Provider of any terms or conditions of the Sukuk Wakalah or provisions of the Transaction Documents (other than an obligation of the type referred to in paragraph (i) above) or any other obligations specified herein) and in the case of a failure capable of remedy, which is in the opinion of the Sukuk Trustee is not remedied by the Issuer or the Kafalah Provider (as the case may be) within fourteen (14) business days of the occurrence of such breach or after the Issuer /or the Kafalah Provider (as the case may be) is notified by the Sukuk Trustee of such breach, whichever is earlier, or such other period as may be agreed by the Sukuk Trustee, to the satisfaction of the Sukuk Trustee; (iii) Misrepresentation: Any representation or warranty or statement made or given or deemed to be made or given by the Issuer or the Kafalah Provider (as the case may be) under the Sukuk Wakalah Programme and/or in any of the Transaction Documents or any other document or certificate delivered by or on behalf of the Issuer or the Kafalah Provider (as the case may be) under or in connection with any Transaction Documents is or proves to have been incorrect or misleading in any material respect on or as of the date made or deemed to be made or if repeated at any time with reference to the facts and circumstances subsisting at such time, would not be correct or would be misleading; (iv) Winding up: Any step is taken for the winding-up, dissolution or liquidation of the Issuer or the Kafalah Provider, or any of the Material Subsidiaries, or a resolution is passed for the winding-up of the Issuer or the Kafalah Provider or any of the Material Subsidiaries, or a petition for winding-up is presented against the Issuer or the Kafalah Provider or any of the Material Subsidiaries, and the Issuer or the Kafalah Provider or any of the Material Subsidiaries (as the case may be) has not taken any action in good faith to set aside such petition within thirty (30) days from the date of service of such winding-up petition or a winding-up order has been made against the Issuer or the Kafalah Provider or the relevant Material Subsidiaries; “Material Subsidiary” means any direct or indirect subsidiary of PETROS (both present and future) which contributes 5% or more of PETROS’ consolidated net assets, calculated by reference to the then latest available annual audited financial statements of PETROS at the relevant time. (v) Judgement Passed: the Issuer or the Kafalah Provider fails to satisfy any judgment passed against it by any court of competent jurisdiction and no action has been taken in good faith to set aside or to appeal against such judgment or no application for stay of execution has been made to any appropriate appellate court within the time prescribed by law or such appeal or application for stay of execution by the Issuer or the Kafalah Provider (as the case may be) has been dismissed by a final court of competent jurisdiction; Printed on : 03/03/2021 13:41 Page 27 of 32
28. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions (vi) Composition: Where a scheme of arrangement or any other corporate rescue mechanism under the Companies Act has been instituted by or against the Issuer or the Kafalah Provider; (vii) Appointment of receiver, legal process: An encumbrancer takes possession of, or a trustee, liquidator, receiver, receiver and manager, judicial manager, custodian, administrator, nominee, supervisor or other officer acting in a similar capacity has been appointed over, the whole or a substantial part of the business or assets of the Issuer or the Kafalah Provider, or distress, legal process, sequestration or any form of execution is levied or enforced or sued out against the Issuer or the Kafalah Provider or any security interest which may for the time being affect any part of the business or assets of the Issuer or the Kafalah Provider or the whole or a substantial part of the Issuer’s or the Kafalah Provider’s assets becomes enforceable; (viii) Inability to pay debts: The Issuer or the Kafalah Provider is deemed unable to pay any of its debts (including Islamic financing) within the meaning of Section 466(1) of the Companies Act or becomes unable to pay any of its debts (including Islamic financing) as they fall due or suspend or threaten to suspend making payments with respect to all or any class of its debts; (ix) Cross default: (a) Any other indebtedness of the Issuer or the Kafalah Provider is not paid when due; or (b) any other indebtedness of the Issuer or the Kafalah Provider becomes due and payable or capable of being declared due and payable prior to its stated maturity; or (c) where the security created for any other indebtedness of the Issuer or the Kafalah Provider becomes enforceable; (x) Revocation of license and approvals: If there should occur any revocation, withholding, invalidation or modification of any licence, authorisation, permits or approvals that impairs or prejudices the ability of the Issuer or the Kafalah Provider to comply with the terms and conditions of the Sukuk Wakalah or the provisions of the Transaction Documents to which it is a party; (xi) Cessation/Change of business: The Issuer or the Kafalah Provider changes or threatens to change the nature or scope of substantial part of its business, or suspends or threatens to suspend or ceases or threatens to cease the operation of substantial part of its business which it now conducts; (xii) Breach of financial covenants: The Issuer or the Kafalah Provider fails to maintain the Financial Covenants; (xiii) Invalidity: At any time any of the provisions of the Transaction Documents is or becomes illegal, void, voidable or unenforceable or if any law is brought into effect which purports to render ineffective or invalid any provision of the Transaction Documents or it is or becomes unlawful for the Issuer or the Kafalah Provider to perform any of its obligations under the Transaction Documents to which it is a party or any Transaction Document ceases to be in full force and effect; (xiv) Assets: Any of the assets, undertakings, rights or revenue of the Issuer or the Kafalah Provider are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any governmental body which may have a Material Adverse Effect; (xv) Material Adverse Event: Any event or events has or have occurred or a Printed on : 03/03/2021 13:41 Page 28 of 32
29. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions situation exists which in the opinion of the Sukuk Trustee may have a Material Adverse Effect; and (xvi) Any other Dissolution Events as advised by the solicitors and mutually agreed between the Issuer and Joint Lead Arrangers. For the purposes of these indicative terms and conditions, “Material Adverse Effect” means the effect of any event or circumstance which will likely materially and adversely affect: (i) the business or condition (financial or otherwise) or results of the operations or prospects of the Issuer and/or PETROS Group; (ii) the ability of the Issuer or the Kafalah Provider to perform any of its obligations under any of the Transaction Documents to which it is a party; and/or (iii) the validity or enforceability of the Transaction Documents. Upon the occurrence of a Dissolution Event, the Sukuk Trustee may at its discretion or shall (upon the instruction of the Sukukholders by way of an extraordinary resolution), declare (by giving written notice to the Issuer) that a Dissolution Event has occurred whereupon the Transaction Documents shall become immediately enforceable and all sums in respect of the Sukuk Wakalah then outstanding shall become immediately due and payable in full in accordance with their respective terms and the Sukuk Trustee may take proceedings against the Issuer and PETROS, as it may think fit, to enforce the immediate payment of the Sukuk Wakalah. The Sukuk Trustee shall exercise its rights under the Transaction Documents, whereby: (i) no further issuance of Sukuk Wakalah under the Sukuk Wakalah Programme may be made; (ii) the Sukuk Trustee shall immediately enforce the Transaction Documents against the Issuer and PETROS; (iii) the Obligor to purchase the Sukukholders’ interest in the Shariah-compliant Business at the Exercise Price and enter into a sale agreement for such purchase; and (iv) the Issuer (in its capacity as Buyer) to pay the outstanding amounts of the Deferred Sale Price (subject to the Ibra’, if applicable), (v) the amount guaranteed under the Corporate Kafalah shall be payable on demand; and (vi) the Sukuk Trustee shall have recourse to all remedies available under the Transaction Documents. and the Sukuk Trustee shall use the aggregate proceeds thereof made up of the Exercise Price, the Deferred Sale Price and any returns generated from the Wakalah Investments to redeem the Sukuk Wakalah in accordance with the terms of the Transaction Documents. Upon full payment of all amounts due and payable under the Sukuk Wakalah, the relevant trust in respect of the Trust Assets will be dissolved and the relevant Sukuk Wakalah held by the Sukukholders will be cancelled. (26) Governing laws : Ringgit denominated Sukuk Wakalah Printed on : 03/03/2021 13:41 Page 29 of 32
30. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions Laws of Malaysia. Foreign currency denominated Sukuk Wakalah English Law or such other governing laws as may be determined by the Issuer prior to each issuance of Sukuk Wakalah under the Sukuk Wakalah Programme. (27) Provisions on buyback, if applicable : The Issuer or its subsidiaries (if any) or agent(s) of the Issuer who is/are acting for the redemption or purchase may at any time purchase the Sukuk Wakalah at any price in the open market or by private treaty. The Sukuk Wakalah which are purchased/redeemed by the Issuer or its subsidiaries (if any) or agent(s) of the Issuer shall be cancelled by the Issuer and cannot be reissued or resold. The Sukuk Wakalah so acquired in the open market or by private treaty by the Issuer’s related corporations (other than its subsidiaries) or any interested person of the Issuer (who shall include directors, major shareholders and chief executive officer) will not be cancelled but will not entitle them to participate in the voting at any meetings of the Sukukholders nor form part of the quorum of any meeting subject to any exceptions in the Trust Deeds Guidelines. (28) Provisions on early : redemption, if applicable The Issuer may redeem the Sukuk Wakalah prior to the maturity date subject to Sukukholders’ consent and such other conditions to be set out in the Transaction Documents. Any Sukuk Wakalah which are redeemed by the Issuer are to be cancelled. (29) Voting : Voting by the Sukukholders under the Sukuk Wakalah Programme shall be carried out as follows: Prior to upsizing of the Sukuk Wakalah Programme: All matters (save in relation to the upsizing of the Sukuk Wakalah Programme), which require the Sukukholders’ consent, voting shall be carried out on a collective basis as a single class. The consent from the Sukukholders of all outstanding Sukuk Wakalah shall be obtained in accordance with the terms set out in the Trust Deed for any resolution to be carried for the Sukuk Wakalah Programme. Post upsizing of the Sukuk Wakalah Programme: Post upsizing of the Sukuk Wakalah Programme, all matters which require the Sukukholders’ consent under the Sukuk Wakalah Programme, voting shall be carried out on a “per Series” basis. For any such resolution to be carried for: (i) the Sukuk Wakalah Programme, the consent of the Sukukholders of each and every Series which is outstanding under the Sukuk Wakalah Programme shall have been obtained in accordance with the terms of the Trust Deed; or (ii) a particular Series only, the consent of the Sukukholders of that Series shall have been obtained in accordance with the terms of the Trust Deed, provided that such resolution (a) does not in any way affect any other Series which is outstanding under the Sukuk Wakalah Programme and (b) will not trigger a dissolution event under any other Series which is outstanding under the Sukuk Wakalah Programme. “Series” is defined as Sukuk Wakalah with the same issue date. Printed on : 03/03/2021 13:41 Page 30 of 32
31. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions (30) Permitted investments, if applicable : No permitted investments (31) Ta‘widh (for ringgit- : denominated sukuk) In the event the Issuer breaches its fiduciary duty as a Wakeel due to its failure to distribute any realised Periodic Distribution and/or the Obligor/Buyer delays the payment of any amounts due and payable to the Sukukholders under the Sale Agreement pursuant to exercise of the Purchase Undertaking or Sale Undertaking and/or the Deferred Sale Price, the Wakeel and/or the Obligor/Buyer shall pay to the Sukuk Trustee (acting on behalf of the Sukukholders) Ta'widh (compensation) on such delay in payments at the rate and in the manner prescribed by the Shariah Advisory Council of the SC from time to time. (32) Ibra’ (for ringgit: denominated sukuk) An Ibra’, where applicable, shall be granted by the Sukukholders. The Sukukholders in subscribing to or purchasing the Sukuk Wakalah consent to grant an Ibra’ on the Deferred Sale Price, upon the occurrence of any of the following events: 1. upon the Early Redemption Date (if applicable); 2. upon the Dissolution Declaration Date; or 3. in respect of Sukuk Wakalah issued on floating rate basis, if the Effective Rate is lower than the Ceiling Rate. Ibra’ refers to an act of releasing absolutely or conditionally the Sukukholders’ rights and claims on any obligation against the Issuer which would result in the latter being discharged of its obligations or liabilities towards the former. The release may be either partial or in full. With respect to the Murabahah contract, Ibra’ refers to the release of rights on debts/amount due and payable under the said contract. Ibra’ shall be subject to the requirements stipulated under the LOLA Guidelines. In relation to (2) above, the Ibra’ shall be calculated as follows: (i) in the case of Sukuk Wakalah with Periodic Distribution and issued at a discount: the unearned Expected Periodic Distribution Amount. (ii) in the case of Sukuk Wakalah without Periodic Distribution and issued at a discount: the unearned Expected One-Off Distribution Amount. (iii) in the case of Sukuk Wakalah with Periodic Distribution and issued at par: the unearned Expected Periodic Distribution Amount. (iv) in the case of Sukuk Wakalah with Periodic Distribution and issued at a premium: the unearned Expected Periodic Distribution Amount. The Ibra’ in relation to (i), (ii), (iii) and (iv) above shall be calculated from the Dissolution Declaration Date (as defined in paragraph entitled “Facility description Printed on : 03/03/2021 13:41 Page 31 of 32
32. Petroleum Sarawak Exploration & Production Sdn. Bhd. (PETROS E&P or Issuer) A multi-currency Islamic medium term notes (Sukuk Wakalah) master programme of up to RM15.0 billion (or its equivalent in other currencies) in nominal value based on the Shariah principle of Wakalah Bi AlIstithmar (Sukuk Wakalah Programme). Principal Terms and Conditions (for ringgit-denominated sukuk, to provide description as cleared by the SC)” up to the respective Scheduled Dissolution Date of the Sukuk Wakalah. In relation to item (1) above (if applicable), Ibra’ shall be mutually agreed to prior to such Early Redemption Date. In relation to item (3) above, the Sukukholders agree to grant Ibra' of an amount equivalent to the difference, if any, between the Periodic Distributions calculated based on the Ceiling Rate and the Periodic Distributions calculated based on the Effective Rate. The Ibra' shall be granted if the Effective Rate is lower than the Ceiling Rate. If the Effective Rate is higher than the Ceiling Rate, the Issuer shall be obliged to make Periodic Distributions at the Ceiling Rate only. For the avoidance of doubt, Ibra’ will be applicable to the Commodity Murabahah Investment portion of the Wakalah Investments, being the Deferred Sale Price only, any double counting shall be disregarded and the Ibra’ will be deemed granted upon such redemption of the Sukuk Wakalah. (33) Kafalah (for ringgit- : denominated sukuk) PETROS (as the Kafalah Provider) shall provide a Corporate Kafalah, as a continuing obligation, in favour of the Sukuk Trustee for and on behalf of the Sukukholders, under which PETROS shall guarantee all payment obligations of the Issuer under or in connection with the Transaction Documents including the obligation to pay the Deferred Sale Price which is due and payable on the relevant Scheduled Dissolution Date and/or the relevant periodic distribution date and/or such other date where the Sukuk Wakalah shall be due for redemption, as the case may be, including any payment obligation in respect of Ta’widh (compensation) and all charges in relation to the Sukuk Wakalah issued and to be issued under the Sukuk Wakalah Programme. The Corporate Kafalah is enforceable upon a declaration of a Dissolution Event (as defined in paragraph entitled “Events of default or enforcement events, where applicable, including recourse available to investors”), whereby the amount guaranteed under the Corporate Kafalah by PETROS shall be payable on demand. (34) Waivers from : complying with Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework and other relevant guidelines of the SC obtained for the facility/programme, if any None. Printed on : 03/03/2021 13:41 Page 32 of 32