TRUST

DEED

TOWER CLUB PENANG BERHAD

1184362-D
Company No 1184362-D

DATED THIS DAY OF 2016

Between

TOWER CLUB PENANG BERHAD

(Company No 1184362-D)

And

PACIFIC TRUSTEES BERHAD

(Company No 317001-A)

And

MAGNIFICENT EMPIRE SDN BHD

(Company No 568020-D)

And

THE SEVERAL PERSONS WHO HAVE AS AT THE DATE HEREOF ACQUIRED AND WHO
MAY HEREAFTER ACQUIRE MEMBERSHIPS AND WHO IN EACH CASE ARE
REGISTERED AS MEMBERS IN THE REGISTER OF MEMBERS OF TOWER CLUB PENANG

TRUST DEED

Prepared by –
C.K.CHEONG & SEOW
Advocates & Solicitors
NO 2A-2, WANGSA BIZ AVENUE,
JALAN WANGSA NIAGA, OFF JALAN 34/26,
WANGSA MAJU, 53300 KUALA LUMPUR
TEL: 03-41491711 / 2711 FAX: 03-41493711
[REF: JS/503/M/1013/16]

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 TRUST DEED

THIS TRUST DEED is made this day of 2016 (hereinafter called “this
Deed”).

BETWEEN

(1) TOWER CLUB PENANG BERHAD (Company No 1184362-D), a public limited company
incorporated in Malaysia and having its registered office at Unit B-11-10, Level 11, Megan
Avenue 2, 12 Jalan Yap Kwan Seng, 50450 Kuala Lumpur (hereinafter called “the Operator”) of
the first part;

AND

(2) PACIFIC TRUSTEES BERHAD (Company No 317001-A), a public limited company

incorporated in Malaysia and registered as a trust company pursuant to the Trust Companies Act
1949 and having its business address at Unit A-9-8, 9th Floor, Megan Avenue 1, No 189, Jalan Tun
Razak, Off Persiaran Hampshire, 50400 Kuala Lumpur (hereinafter called “the Trustee”) of the
second part;

AND

(3) MAGNIFICENT EMPIRE SDN BHD (Company No 568020-D), a private limited company
incorporated in Malaysia and having its registered office at Unit B-11-10, Level 11, Megan
Avenue 2, 12 Jalan Yap Kwan Seng, 50450 Kuala Lumpur (hereinafter called “the Lessor”) of the
third part;

AND

(4) The persons who have as at the date hereof acquired, and who may hereafter acquire
memberships, and who in each case are registered as members in the Register of Members of the
TOWER CLUB PENANG (hereinafter collectively called “the Members”) of the fourth part.

RECITALS -

A. PENANG DEVELOPMENT CORPORATION, a body corporate incorporated pursuant to the

Penang Development Corporation Enactment 1971 and having its office at Bangunan Tun Dr Lim
Chong Eu, No 1 Persiaran Mahsuri, Bandar Bayan Baru, 11909 Bayan Lepas, Pulau Pinang
(hereinafter called “the Proprietor”) is the proprietor of a business and commercial building
complex known as KOMPLEKS TUN ABDUL RAZAK, PENANG (KOMTAR PENANG)
(hereinafter called “the Building Complex”) and held under master titles particulars PN 2513, Lot
400 Seksyen 17, Bandar George Town, Daerah Timor Laut, Negeri Pulau Pinang and PN 2329,
Lot 389 Seksyen 17, Bandar Georgetown, Daerah Timor Laut, Negeri Pulau Pinang (hereinafter
called “the Master Titles”).

B. WORLD EQUIPMENT SDN BHD (Company No 115932-W) is a private limited company

incorporated in Malaysia and having its office at No 10, Jalan Pelukis U1/46, Section U1,
Temasya Industrial Park, 40150 Shah Alam, Selangor (hereinafter called “World Equipment”) is
a subsidiary of ONLY WORLD GROUP HOLDINGS BERHAD (Company No 1033338-K)
(hereinafter called “Only World Group Holdings”) and is part of the Only World Group of
Companies (hereinafter called “Only World Group of Companies”).

C. By a Principal Agreement dated 19 December 2012 (hereinafter called “the Principal

Agreement”) annexed in Schedule 1 hereto, the Proprietor has accepted World’s Equipment’s
proposal to revitalize the Building Complex by taking a lease of certain levels of the Building
Complex and carrying out upgrading works and to, eventually, carry out business operations.

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Company No. 1184362-D

D. Pursuant to the terms and conditions of the Principal Agreement, the Proprietor and World
Equipment has entered into a Lease Agreement dated 19 December 2012 (hereinafter called “the
Lease Agreement”) annexed in Schedule 2 hereto, whereby the Proprietor has leased certain
levels of the Building Complex to World Equipment pursuant to the terms and conditions stated
therein.

E. By a letter of novation dated 25 June 2013 (hereinafter called “the Novation Letter”) annexed in
Schedule 3 hereto, the Proprietor has agreed to the assignment and novation of the Principal
Agreement and the Lease Agreement from World Equipment to the Lessor. The Lessor is a
subsidiary of Only World Group Holdings and an associate company of World Equipment and is
part of the Only World Group of Companies.

F. By a Sub-Lease Agreement dated (hereinafter called “the Sub-Lease

Agreement”) annexed in Schedule 4 hereto, the Lessor sub-leased to the Operator four levels of
the Building Complex, namely portions of Levels 59 & 60 and the whole of Levels 66 & 67
(hereinafter called “the Property”) for the purposes of operating a proprietary recreational
clubhouse pursuant to the terms and conditions stated therein.

G. The Operator is a public limited company with a paid-up capital of Ringgit Malaysia One Million
(RM1,000,000-00) only and is a wholly-owned subsidiary of the Lessor and is part of the Only
World Group of Companies.

H. The Operator intends to operate a proprietary recreational clubhouse, to be situated in the

Property, known as TOWER CLUB PENANG (hereinafter called “the Club”).

I. The Operator has, with the approval of the Companies of the Companies Commission of Malaysia
(hereinafter called “the Companies Commission of Malaysia”), commenced a recreational club
membership scheme for the Club (hereinafter called “the Membership Scheme”).

J. The Membership Scheme provides for the Members a licence to use and enjoy the designated
facilities and amenities at the Club (hereinafter called “the Club Facilities”) and the publicly
shared affiliated facilities and amenities in the Building Complex (which is concurrently open to
the public) (hereinafter called “the Associate Facilities”) (the Club Facilities and the Associate
Facilities are collectively referred to as “the Facilities”).

K. There are five (5) categories of membership (hereinafter called “the Membership”) to be offered
for sale under the Membership Scheme, namely: -
 Individual Membership: open to individual persons only, without any supplementary
memberships attached (hereinafter called “the Individual Membership”);
 Ordinary Membership: open to individual persons, wherein which his / her spouse is also
given a supplementary membership (hereinafter called “the Ordinary Membership”);
 Corporate Membership: open to companies and corporations, who is entitled to nominate
two (2) nominees, wherein which the nominees’ spouse is also given a supplementary
membership (hereinafter called “the Corporate Membership”);
 Honorary Membership: conferred on individual persons in their official capacities as
office bearers of offices of prominence in the public or private sector, wherein which his /
her spouse is also given a supplementary membership (hereinafter called “the Honorary
Membership”);
 Term Membership: open to individual persons only, without any supplementary
memberships attached (hereinafter called “the Term Membership”).

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Company No. 1184362-D

L. The period for the Membership Scheme shall be for a period of forty (40) years (hereinafter
called “the Scheme Term”). However, the period for the Membership (hereinafter called “the
Membership Term”) shall be as follows: -
 in respect of the Individual Membership, a period of thirty (30) years from the date of
the membership agreement (hereinafter defined);
 in respect of the Ordinary Membership, a period of thirty (30) years from the date of the
membership agreement;
 in respect of the Corporate Membership, a period of thirty (30) years from the date of
the membership agreement;
 in respect of the Honorary Membership, for such period as the Operator thinks fit;
 in respect of the Term Membership, a period of one (1) year from the date of the
membership agreement.

M. The Membership Scheme shall be regulated and documented by the following documents: -
 the membership agreement to be entered into between the Operator and the Members,
annexed in Schedule 5 hereto (hereinafter called “the Membership Agreement”);
 the rules and regulations issued by the Operator to govern the Membership Scheme,
annexed in Schedule 6 hereto (hereinafter called “the Rules and Regulations”);
 the by-laws issued by the Operator to govern the use of the Facilities, annexed in
Schedule 7 hereto (hereinafter called “the By-Laws”).

N. The Trustee has agreed to act as a trustee for the Membership Scheme to protect and safeguard the
rights and interests of the Members.

NOW THIS DEED witnessed as follows -

1. THE MEMBERSHIP SCHEME

1.1 Nature of the Club

The Club is a proprietary recreational club wholly owned, operated and manage by the Operator,
whereby only persons who are invited or permitted by the Operator shall be allowed to enter the
Club to use and enjoy the Facilities upon such terms and conditions as the Operator may stipulate.

1.2 Facilities in the Club

The Club contains the Facilities set out in Schedule 8 hereto.

1.3 Opening to the public

The Operator may, from time to time, re-designate the Club Facilities to be opened to the public
and re-classified as a publicly shared associated facility.

1.4 Features of the Membership Scheme

The Membership Scheme provides for the Members a licence to use and enjoy the Facilities at the
Club for the duration of the Membership Term (depending on the type of membership) to be
utilized in accordance with the terms of the Membership Agreement and the Rules and
Regulations.

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Company No. 1184362-D

1.5 Affiliation and reciprocal arrangements

The Operator may, from time to time, enter into affiliations and reciprocal arrangements with
other recreational clubs, hotels, golf clubs and other recreational clubs subject to the payment of
an affiliation fee.

2. THE MEMBERSHIP

2.1 Maximum number of the Membership

(a) Unless otherwise approved by the Companies Commission of Malaysia upon written
request of the Operator, the maximum number of the Membership that will be issued by
the Operator shall not exceed Eight Thousand (8,000) memberships.

(b) The Operator shall not sell more than fifty per centum (50%) of the Membership to
foreigners. However, if those allocated Membership are not taken-up by Malaysians after
the expiry of twelve (12) months from the date of this Deed, the Operator shall be entitled
to offer those Membership to foreigners.

(d) The Operator may, from time to time, with the prior approval from the Trustee and the
Companies Commission of Malaysia, issue and offer such additional Memberships by the
addition of facilities to the Club.

2.2 Categories of the Membership

The categories of the Membership are: -

 The Individual Membership: Individual person who is granted the Individual Membership
by the Operator (hereinafter called “the Individual Member”) which permits the
Individual Member, without any supplementary membership, a licence to use and enjoy
the Facilities at the Club (hereinafter called “the Licence Entitlement”);

 The Ordinary Membership: Individual person who is granted the Ordinary Membership
by the Operator (hereinafter called “the Ordinary Member”) which permits the
Ordinary Member and his / her spouse to the Licence Entitlement;

 The Corporate Membership: Company or a corporation which is granted the Corporate

Membership by the Operator (hereinafter called “the Corporate Member”) which
permits the Corporate Member to nominate two (2) individual nominees (hereinafter
called “the Corporate Nominee”) to be entitled to the Licence Entitlement. The Licence
Entitlement is also extended to the Corporate Nominee’s spouse;

 The Honorary Membership: Individual persons who are granted the Honorary
Membership by the Operator in their official capacities as office bearers of offices of
prominence in the public or private sector (hereinafter called “the Honorary Member”)
to be entitled to the Licence Entitlement. The Licence Entitlement is also extended to the
Honorary Member’s spouse. The Operator may invite any person to be an Honorary
Member for such period as it thinks fit. Upon cessation of office, the Honorary
Membership granted shall automatically terminate. The Honorary Member is entitled to
enjoy the same privileges as the Individual Member except that the Honorary
Membership is not transferable. The Honorary Member is not entitled to attend and vote
at meetings; and is not liable to pay any membership fee;

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Company No. 1184362-D

 The Term Membership: Individual person who is granted the Term Membership by the
Operator (hereinafter called “the Term Member”) which permits the Term Member,
without any supplementary membership, a licence to use and enjoy the Facilities at the
Club (hereinafter called “the Licence Entitlement”).

2.3 The Membership Fee

(a) During the first launch of the Membership by the Operator (hereinafter called “the
Initial Launch”), the purchase price of the Membership shall be at the prices stated
in Schedule 9 (hereinafter called “the Membership Fee”).

(b) The subsequent value of the Membership Fee after the Initial Launch will be at such
sum determined by the Operator from time to time, based on market forces and the
corresponding value, quality and standard of the Club and the Facilities.

2.4 The Subscription Fee

(a) The Members are also required to pay a monthly fee for purposes of upkeep and
maintenance of the Club and the Facilities and for the administration of the
Membership Scheme in the amount stated in Schedule 10 (hereinafter called “the
Subscription Fee”).

(c) The Subscription Fee and the other charges may be increased from time to time by
the Operator, on condition that the amount of such increase must be approved by
the Trustee and shall not be more than five per centum (5%) of the Subscription
Fee.

2.5 The Security Deposit

(a) The Members are required to pay a security deposit in the amount stated in
Schedule 11 (hereinafter called “the Security Deposit”).

(b) The Security Deposit shall be security for the prompt and punctual payment of the
Subscription Fee and for any cost or expense arising from any damage of the
Facilities by the Members.

(c) The Members are required to top-up the Security Deposit if the amount has been
utilized.

2.5 Application for the Membership

(a) An applicant can purchase the Membership by signing an application form and
submitting it to the Operator with the payment for the Membership Fee.

(b) The applicant can withdraw the application within a period of ten (10) days from the
signing of the application (hereinafter called “the Cooling-Off Period”).

(c) The applicant cannot withdraw the application upon the expiry of the Cooling-Off
Period, and is required to sign the Membership Agreement. Failure to do so on the
part of the applicant will entitle the Operator to forfeit all moneys paid by the
applicant.

(d) The Operator shall issue a membership certificate to evidence the purchase of the
Membership within two (2) months of full payment of the Membership Fee.

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2.7 Repurchase of the Membership

The Operator shall, at the written request of the Members, repurchase the Membership
subject to the terms and conditions stated in Schedule 12.

2.8 Transfer and transmission of the Membership

(a) The Membership can be transferred subject to the following: -

i) full settlement of the Membership Fee, the Subscription Fee and other
charges due to the Operator;

ii) payment of an administrative transfer fee amounting to ten per centum

(10%) of the prevailing Membership Fee sold by the Operator at that
material time;

iii) such further terms and conditions imposed by the Membership Agreement
and the Rules and Regulations;

(b) The Members who intends to sell the Membership must provide the prospective
purchaser with the current prospectus in respect of the Membership Scheme
(hereinafter called “the Prospectus”). The Operator shall, at the written request of
the Member and subject to the payment of an administrative fee not exceeding
Ringgit Malaysia Twenty (RM20.00) only, furnish the prospective purchaser with
the Prospectus.

(c) The Operator shall, at the written request of the prospective purchaser and subject
to the payment of an administrative fee not exceeding Ringgit Malaysia Five
(RM5.00) only, furnish a certificate to confirm the full settlement of the
Membership Fee and the Subscription Fee, together with the disclosure of all
current legal proceedings affecting the Operator and the Membership Scheme.

(d) The Operator can refuse to register a transfer of the Membership if any of the terms
and conditions in respect of the Membership, the Membership Agreement or the
Rules and Regulations has not been fulfilled by the Member; or if there is an
outstanding due to the Operator by the Member;

(e) In the event of the death of the Member, the Operator shall, upon receiving the
grant of probate or letters of administration, register the transfer of the
Membership to the beneficiary / personal representatives of the Member.

(f) Pending the issuance of the grant of probate or letters of administration, the
Operator may, upon receiving documentary evidence that a nominee has been
named together with a written undertaking and indemnity, temporarily register the
transfer of the Membership to the nominee of the Member.

(g) If there is more than one person claiming transmission of the Membership, the
Operator shall be at liberty not to accept and register any transfer until the grant of
probate or letters of administration is issued and extracted.

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3. THE OPERATOR

3.1 Management Company

(a) The Operator is the Lessor and operator of the Membership Scheme and is not
subject to any retirement, removal and replacement.

(b) The Operator may, with the prior approval from the Trustee and the Companies
Commission of Malaysia, appoint a manager to manage the Membership Scheme
but the manager has no right to remove or replace the Operator.

3.2 Marketing Agent

(a) The Operator may, with the prior approval of the Companies Commission of
Malaysia, appoint marketing agents to promote and sell the Membership
(hereinafter called “the Marketing Agent”).

(b) The Operator may, with the prior approval of the Companies Commission of
Malaysia, appoint such other marketing agent, in addition to, or to replace, the
Marketing Agent.

3.3 The Operators’ Covenants

The Operator hereby covenants as follows –

The Membership Scheme
(a) The Operator is a public limited company incorporated under the laws of Malaysia;

(b) The Operator is empowered by its Memorandum of Association to carry out the
Membership Scheme;

(c) The Operator and its officers have the requisite experience and expertise to carry
out the Membership Scheme;

(d) The Operator shall use its best endeavours to conduct the Membership Scheme in a
proper and efficient manner;

(e) The Operator shall appoint a Chief Executive Officer who is familiar with the
operations and responsibility of the Membership Scheme, and who is appointed
with the prior approval of the Companies Commission of Malaysia, to be
responsible to look into and solve all complains relating to the Membership Scheme;

The Club and the Facilities

(f) The Club and the Facilities will be completed and can be fully utilized;

(g) The Facilities are sufficient to meet the needs of the Members;

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Company No. 1184362-D

(h) The duration of the lease in respect of the Lease Agreement and the Sub-Lease
Agreement shall be of sufficient length to entitle the Members to use the Club and
the Facilities for the duration of the Membership Term;

Documentation
(i) The Operator shall ensure and make available all documents in respect of the
Membership Scheme to be in simple ordinary language which can be easily
understood by the Members;

(j) The Operator shall ensure that the provision in respect of the Cooling-Off Period
shall apply in all transaction;

(k) The Operator shall ensure that the Prospectus shall be registered with the
Companies Commission of Malaysia not later than six (6) months from the date of
the preceding prospectus, unless otherwise approved by the Companies Commission
of Malaysia or unless any extension of the validity period of such statement has been
approved by the Companies Commission of Malaysia.

Trustee
(l) The Operator shall make available to the Trustee or the Trustee’s auditor any such
information and books in respect of the Membership Scheme, to the extent as if the
Trustee or its representatives are directors of the Operator;

Sales personnel / Marketing agents

(m) The Operator shall be responsible for the actions of its personnel and marketing
agents which are carried out in the ordinary course of business of the sale of the
Membership;

(n) The Operator shall ensure that its sales personnel and marketing agents comply
with the law and policy guidelines issued by the Companies Commission of
Malaysia;

(o) The Operator shall ensure that its sales personnel and marketing agents have
undergone sales training to conduct proper sales of the Membership;

(p) The Operator shall ensure that it has proper and adequate computer operating
system for its sales personnel and marketing agents to facilitate a convenient
transaction of the purchase of the Membership. The Operator shall also ensure that
its sales personnel and marketing agents are adequately trained to use and maintain
the said computer operating system;

(q) The Operator shall ensure that its sales personnel and marketing agents does not
publish any advertisement relating to the sale of the Membership without the prior
written consent of the Operator;

(r) The Operator shall ensure that all the representations made by its sales personnel
and marketing agents are correct and is in accordance with the Prospectus;

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The Subscription Fee

(s) The Operator shall not increase the Subscription Fee more than once per year, and
that the amount of such increase must be approved by the Trustee and shall not be
more than five per centum (5%) of the Subscription Fee;

Advertisement
(s) The Operator agrees and covenants that any advertisement relating to the sale of
the Membership shall not in any manner whatsoever contain any untrue or false
statement, information or description to misrepresent or mislead members of the
public;

(u) The Operator agrees and undertakes to fulfil all promises or obligations which have
been made to a purchaser of the Membership and which are contained or published
in any advertisement or any other document offering the Membership for sale;

No right of voting
(v) The Operator and the Trustee shall not, as from a day to be fixed by the Minister by
notice in the Gazette, exercise the right to vote in respect of any shares relating to the
interest to which this Deed relates which are held by the Operator or the Trustee at
any election for directors of a corporation whose shares are so held, without the
consent of the majority of the Members present in person and voting given at a
meeting provided in Clause 4.6.

3.4 The Operator’s Financial Commitment

The Operator hereby undertakes to be responsible towards the following financial

commitment in respect to the Membership Scheme (hereinafter called “the Operator’s
Financial Commitment”) –

Operational costs
(a) All sums incurred in relation to the management and operation of the Membership
Scheme; including all operating overheads, rental, hire-purchase, salaries and other
related costs;

The Club and the Facilities

(b) All purchase price, rental and other incidental expenses payable in respect of the
Club and the Facilities;

(c) All costs incurred for refurbishment or replacing the Facilities;

(d) All legal fees and stamp duties in respect of any agreements entered in respect of the
Club;

Insurance
(e) All premiums and other incidental expenses payable for insurance policies in
respect of the Membership Scheme;

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Professional and consultancy charges

(f) All lawyers’, consultants’, architects’, engineers’, quantity surveyors’, and other
professionals’ fees payable in respect of the Membership Scheme;

Marketing and advertising

(g) All marketing and advertising expenses incurred in promoting and selling the
Membership;

Loan
(h) All loan and financing instalment and expenses which may be taken out by the
Operator in respect of the Membership Scheme;

Taxes
(i) All duties, taxes or levies imposed in respect of the Membership Scheme;

Miscellaneous
(j) All other sums and dues payable in respect of the Membership Scheme;

4. THE MEMBERS
4.1 The Members bound by this Deed

The Members shall be entitled to the benefit of, and shall be bound by, the terms and
conditions of this Deed and any supplemental deed thereto.

4.2 Protection of the Members

(a) In order to protect the interest of the Members, the Trustee may lodge a private
caveat over the Property.

(b) However, notwithstanding the private caveat being lodged, the Trustee shall ensure
that the private caveat shall not prohibit the Lessor or the Operator from dealing
with the Property for the purpose of financing, re-financing or financial
restructuring. In such a case, the Trustee shall not unreasonably withhold its
consent.

4.3 Restriction of rights of the Members

(a) The Membership does not consist of rights or interests in or arising out of an
investment relating to property that ordinarily depreciates in value through use or
effluxion of time.

(b) Accordingly, the Membership does not give a possessory right to the Members over
the Club and the Facilities. It merely confers on the Members an entitlement of
usage and licence.

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(c) The Operator is not obliged to replace the Facilities. The Operator is only
responsible to maintain and execute major repairs and replacement which may be
paid out from the Sinking Fund in accordance with the terms of this Deed.

(c) The Members shall not have any right to attend any meetings of the shareholders
and directors of the Operator; and to partake in any decision making thereto; and
shall not be entitled to any distribution of income in respect of the Membership
Scheme.

(e) No distribution of any income whatsoever will be made to the Members.

4.4 Register of Members

(a) The Operator shall maintain a register of the Members (hereinafter called “the
Register of Members”) which shall be kept in written form or by other means as the
Trustee may approve.

(b) The Register of Members shall have the following information: -

i) names, addresses, identity card or passport number;
ii) the date on which the Members were entered into the Register of Members;
iii) the date on which the Members ceases to be a member;
iv) all transactions involving the Members;
v) any change of personal particulars of the Members;
vi) any other details involving the Members which are deemed necessary by
the Operator;

(c) The Register of Members shall be always maintained and kept up-to-date by the
Operator.

(d) The Trustee shall ensure the Register of Members is properly maintained and that
the number of the Membership sold must correspond with the maximum number of
the Membership.

(e) The Operator shall ensure that the Register of Members shall be made available for
inspection by the Trustee and the Members at the place of business of the Operator
free of charge during working hours of the Operator.

4.5 Liaison Committee

(a) The Operator and the Trustee shall establish a liaison committee (hereinafter called
“the Liaison Committee”) for the purpose of establishing a channel of communication
between the Operator and the Members.

(b) The Liaison Committee shall consist of not less than five (5), and not more than
eight (8) of the Members, none of whom shall be connected to the Operator or the
Lessor.

(c) The Liaison Committee shall be appointed by the Members from amongst their
number at the annual general meeting of the Members to be convened by the
Trustee within one (1) year from this Deed.

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(d) The Liaison Committee shall serve for a term of one (1) year. A new committee shall
be re-constituted at the next annual general meeting. The Members of the retiring
committee may offer themselves for re-appointment.

(e) The Liaison Committee shall, from time to time, advice the Trustee with respect to
any breach of covenants by the Operator and to offer their views on the activities
and management of the Membership Scheme.

(f) The Liaison Committee agrees and declares that the vesting of its functions is only
as a liaising and advisory committee. It is not intended to vest any rights or powers
in the management of the Membership Scheme or the Operator.

4.6 The Members’ Meeting

Types of meeting
(a) There shall be two (2) types of meeting of the Members (hereinafter called “the
Members’ Meeting”), namely: -
• an annual general meeting (hereinafter called “the AGM”), which is
to be held annually; and
• an extraordinary general meeting (hereinafter called “the EGM”),
which refers to the Members’ Meeting other than the AGM;

Purpose of meeting
(b) The Members’ Meeting may be convened for the following purposes: -
• to appoint the members of the Liaison Committee;
• to lay the audited accounts in respect of the Trust Account and the
Sinking Fund Account;
• to remove the Trustee;
• to amend the terms of this Deed;
• any other pertinent matters allowed and related to this Deed;

Venue for meeting

(c) The Members’ Meeting shall be held at the Operator’s place of business or at such
place as determined by the Operator.

Request for meeting

(d) The AGM shall be convened within one (1) year from this Deed, and all subsequent
AGM shall be held within twelve (12) months following the preceding AGM;

(e) The Members’ Meeting may be convened upon the written requisition by not less
than fifty (50) of the Members or one-tenth (1/10) of the Members, whichever is the
lesser in numbers.

(f) The Operator shall, within twenty-one (21) days of receiving the written requisition,
summon the Members’ Meeting by sending out a seven (7) days prior notice of the
Members’ Meeting to the Members at the last known address, or in the case of joint-
holders, to the address of the joint-holder whose name stands first in the Register of
Members; and by publishing, at least fourteen (14) days prior notice of the
Members’ Meeting, an advertisement giving notice of the meeting in a newspaper
circulating generally throughout Malaysia.

(g) The Members’ Meeting summoned by the Operator, the Trustee or the Members
shall be held in accordance with the prescribed proceedings stated in Clause 4.6 (b)
at the time and place specified in the said notice, being a time not later than two (2)
months after the giving of the said notice.

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Attendance by the Operator

(h) The Operator is entitled to attend and speak at the Members’ Meeting but shall not
be entitled to vote.

Chairman
(i) The Members are entitled to appoint, amongst them, a chairman to preside over the
Members’ Meeting. If no such chairman is appointed, then either a nominee of the
Trustee or a representative approved by the Companies Commission of Malaysia
may be appointed as chairman.

Proxy
(j) The Members may appoint a proxy (hereinafter called “the Proxy”) to attend, speak
and vote on the Members’ behalf. The Proxy must also be a club member. In the
case of the Corporate Members, its nominee may vote either personally or by proxy.

(k) The instrument appointing the Proxy shall be in the following form: -

I/We ....…………………………. being a Club Member of Tower Club Penang hereby

appoint ...………………….., or failing which, the Chairman of the meeting as my/our
proxy to vote for me/us on my/our behalf at the meeting of the Members to be held at
………………on ..…………….. or on any adjournment thereof.

……………………………..
Signature of Club Member

(l) The instrument appointing the Proxy must be delivered and deposited at the office
of the Operator not less than forty-eight (48) hours before the date of the Members’
Meeting or any adjournment thereof. The instrument appointing the Proxy is valid
for six (6) months from its date.

Quorum and adjournment

(m) The Members’ Meeting shall commence only upon a quorum being present.

(n) The present of either twenty (20) of the Members, or one –tenth (1/10) of the
Members, whichever is lesser, either personally or by proxy, shall constitute a
quorum.

(o) If a quorum is not achieved within one (1) hour from the designated time of the
Members’ Meeting, then the Members’ Meeting shall be postponed to an adjourned
date.

(p) The adjourned date must be not more than fifteen (15) days from the date of the
original Members’ Meeting. No quorum is required for the adjourned Members’
Meeting.

Voting
(q) Voting in respect of the Members’ Meeting shall be by way of show of hands with a
simple majority.

(r) The Members shall have one (1) vote for each of the Memberships. However, the
Member who is in arrears of any payment due under the Memberships is
disqualified from voting.

(s) In the event of equality of votes, the chairman shall have the casting vote.

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(t) If the agenda of the Members’ Meeting is in respect of any alteration, modification,
addition or deletion to this Deed which the Trustee certifies as prejudicial to the
interest of the Members, then such a resolution may only be passed by not less than
fifty per centum (50%) of the votes.

(u) If the agenda of the Members’ Meeting is in respect of such matters that relates to
the provisions of the Companies Act 1965 or any other law, then such a resolution
may only be passed by not less than seventy-five (75%) per centum of the votes.

(v) Every question arising at the Members’ Meeting shall be decided by a show of
hands, unless a poll is demanded. A poll may be demanded by: -
• the chairman of the Members’ Meeting;
• the Trustee;
• the Operator;
• one-tenth (1/10) of the Members;

Resolutions, decisions and directions

(w) Any resolution passed at the Members’ Meeting shall be binding on all of the
Members, whether present or not at the Members’ Meeting.

(x) The Trustee shall accept and implement all decisions made at the Members’
Meeting.

(y) The Trustee shall comply with the directions given at the Members’ Meeting unless
it is inconsistent with this Deed or the Companies Act 1965, and shall not be liable
for anything done or omitted to be done in compliance with the said directions

(z) If the Trustee is of the opinion that the directions given is inconsistent with this
Deed or the Companies Act 1965 or any other law, then the Trustee is at liberty to
apply to the court for an order confirming, setting aside or varying the said
direction.

5. THE TRUSTEE

5.1 Establishment of a trust

By this Deed made between the Operator, the Trustee, the Lessor and the Members, a trust
in respect of the Membership Scheme is established upon the terms and conditions stated
herein.

5.2 Appointment of the Trustee

The Trustee is hereby appointed as the trustee for the Membership Scheme upon the terms
and conditions stated herein.

5.3 Establishment of a Trust Account

(a) The Operator and the Trustee shall establish an interest-bearing trust account in
the name of the Trustee for the Operator (hereinafter called “the Trust Account”).

(b) The Membership Fee collected by the Operator from the Members shall be paid
into the Trust Account within thirty (30) days from the date of receipt by the
Operator.

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Company No. 1184362-D

(c) The Trustee shall have the right to invest all or part of the monies in the Trust
Account (hereinafter called “the Trust Monies”) as provided for by the Trustees Act
1949 and the Trust Companies Act 1949;

(d) Monies deposited into the Trust Account shall be held in trust by the Trustee for the
applicant until the expiry of the Cooling-Off Period. In the event an applicant
chooses to withdraw the application to purchase the Membership, the Trustee shall
release such monies, free of interest, to the applicant.

(e) In respect of such other monies to which the Operator is legally entitled to, the
Trustee shall, within seven (7) days of such a request by the Operator, remit those
monies to the Operator.

(f) In the event the Trust Monies have been invested, the interest or income arising
from such investment shall accrue in favour of the Operator and shall release from
time to time by the Trustee to the Operator.

(g) Unless exempted by the Minister of Domestic Trade and Consumer Affairs
(hereinafter called “the Minister”), the Trust Monies will not be lent or invested to
the Operator, the Trustee, or any persons or company connected or related to the
Operator or the Trustee.

(h) The Trustee agrees and declares that the vesting of the Trust Account is only
intended to protect the rights and interest of the Members. It is not intended to pass
title, ownership, interest or benefits of the Operator to the Trustee.

5.4 Establishment of a Sinking Fund Account

(a) The Operator and the Trustee shall establish a sinking fund trust account
(hereinafter called “the Sinking Fund Account”).

(b) The purpose of the Sinking Fund Account is to cover the costs of periodic major
repairs and replacement to the Facilities (hereinafter called “the Repairs and
Replacement”). A repair or replacement is considered major if the cost of repair or
replacement exceeds Ringgit Malaysia Ten Thousand (RM10,000-00) only.

(c) The sinking fund may only be released for the Repairs and Replacement.

(d) The Trustee shall have the right to invest all or part of the monies in the Sinking
Fund Account (hereinafter called “the Sinking Fund Monies”) as provided for by the
Trustees Act 1949 and the Trust Companies Act 1949.

(e) Ten per centum (10%) of the total of the Subscription Fee collected by the Operator
from the Members shall be paid into the Sinking Fund Account within thirty (30)
days from the date of receipt by the Operator.

(f) Upon the written request by the Operator, duly supported with documentary
evidence of the Repairs and Replacement, the Trustee shall remit the requested sum
from the Sinking Fund Monies to cover the cost of the Repairs and Replacement.

(g) In the event the Sinking Fund Monies have been invested, the interest or income
arising from such investment shall be accumulated to the principal sum and accrue
back to the Sinking Fund Account. The said interest or income will be utilized to
pay the Repairs and Replacement.

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Company No. 1184362-D

(h) The Trustee agrees and declares that the vesting of the Sinking Fund Account is
only intended to protect the rights and interest of the Members. It is not intended to
pass title, ownership, interest or benefits of the Operator to the Trustee.

5.5 Powers and Duties of the Trustee

The powers and duties of the Trustee are –

The Trust Account

(a) To establish the Trust Account and deal with the Trust Monies in accordance with
the terms of this Deed;

(b) To invest the Trust Monies in accordance with the terms of this Deed;

The Sinking Fund

(c) To establish the Sinking Fund Account and deal with the Sinking Fund Monies in
accordance with the terms of this Deed;

(d) To invest the Sinking Fund Monies in accordance with the terms of this Deed;

The Operator
(e) To ensure that the Operator’s covenants and obligations are properly discharged;

(f) To report to the Companies Commission of Malaysia in the event of any non-
compliance by the Operator of the terms of this Deed;

The Members
(g) To oversee the rights and interests of the Members and ensure that the interest of
the Members are preserved and protected.

(h) To investigate into complaints by the Members;

The Club and the Facilities

(i) To ensure that the Club and the Facilities are properly maintained and adequately
covered by insurance for the duration of the Term;

(j) To make regular inspections to the Club to ensure its good condition and to report
any damage or unsatisfactory condition of the Club and the Facilities;

Bank Accounts
(k) To open and operate bank accounts (including fixed-deposit accounts and money-
market placement) in respect of the investments relating to the Trust Account and
the Sinking Fund Account;

Register of Members and Accounting Records

(l) To ensure that the Operator keeps and maintain the Register of Members;

(m) To keep proper books of accounts in relation to the Trust Account and the Sinking
Fund Account (hereinafter called “the Accounting Records”);

(n) To send the Accounting Records to be audited at the end of each financial year by
auditors;

(o) To send (by ordinary post) a statement of the Accounting Records, together with a
report by the auditors, within two (2) months of the end of the financial year to the
Members;

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Company No. 1184362-D

Insurance
(p) To ensure that the Club is adequately covered by insurance for the duration of the
Terms;

5.6 Non-obligation of the Trustee

(a) The Trustee is not obliged to undertake any further duties other than those stated in
this Deed.

(b) The Trustee is not obliged to participate in the management and operation of the
Membership Scheme unless specifically required by this Deed.

(c) The Trustee is not obliged to institute, maintain or defend any legal action in
relation to the Membership Scheme;

(d) The Trustee shall not be responsible for any loss or damages incurred by any person
due to the acts of the Operator.

(e) The Trustee is entitled to assume, without enquiry, that the Operator is duly
performing and observing all the covenants and terms of this Deed.

5.7 Remuneration of the Trustee

(a) The Trustee shall be entitled to be paid its professional fees and disbursements
(hereinafter called “the Trustee’s Fee”).

(b) The Trustee’s Fees shall be an amount as mutually agreed between the Operator
and the Trustee.

5.8 Resignation of the Trustee

(a) The Trustee may retire by giving six (6) months written notice to the Operator.

(b) If the period of the notice is less than six (6) months, the Trustee can only retire only
if the Operator consents to it.

(c) The Operator shall, upon receiving the resignation notice from the Trustee, appoint
a new replacement trustee approved by the Companies Commission of Malaysia.
The resignation of the Trustee will only be effective upon the new trustee being
appointed in its place.

5.9 Removal of the Trustee

(a) The Trustee may be removed by the Operator by way of one (1) months’ notice in
writing to the Trustee or by the resolution of the Members passed by simple
majority in the EGM.

(b) The Operator shall, upon the removal of the Trustee, appoint a new replacement
trustee approved by the Companies Commission of Malaysia. The removal of the
Trustee will only be effective upon the new trustee being appointed in its place.

5.10 Replacement of the Trustee

(a) The Trustee that has resigned or has been removed shall, without prejudice to
liability for any antecedent breach, be released from this Deed.

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Company No. 1184362-D

(b) The Trustee shall transfer the Trust Account and the Sinking Fund Account,
together with all other accounts invested with the Trust Monies and the Sinking
Fund Monies, to the Operator and the new trustee.

(c) The Trustee shall execute a supplemental trust deed with the Operator and the new
trustee for facilitate the appointment of the new trustee to the Membership Scheme.

(d) The Trustee shall not delay in its approval of the requisite supplemental trust deed
appointing the new trustee.

6. THE LESSOR

6.1 Acknowledgement of the Membership Scheme

The Lessor hereby takes cognisance of the appointment of the Trustee and agrees that the
Property shall be bound by the Membership Scheme and this Deed, on the condition that the
terms of the Sub-Lease Agreement, annexed herein Schedule 2, are complied with.

6.2 The Lessor’s Covenants

The Lessor hereby covenants as follows: -

(a) that during the Term, the Property and the Club is made available to the
Membership Scheme for use by the Members;

(b) to ensure that the Property is insured from loss or damage by fire;

(c) not to encumber or further encumber the Property without the prior written
consent of the Trustee;

(d) to cause the Property to be excluded from any existing encumbrances;

(e) to pay the quit rent, assessment and other outgoings in respect of the Property;

7. TERMINATION AND WINDING-UP OF THE MEMBERSHIP SCHEME

7.1 Duration of the Membership Scheme for the Term

(a) The Membership Scheme shall operate for the duration of the Scheme Term and
shall continue to subsist for so long as there shall be in existence the Membership.

(b) The Membership Scheme shall terminate upon the end of the Scheme Term.

7.2 Mutual termination of the Membership Scheme

(a) The Membership Scheme can be terminated before the expiry of the Scheme upon
the mutual consent between the Operator, the Trustee and the Members.

(b) In such a case, the Operator, the Trustee and the Members shall execute a deed of
termination to terminate this Deed.

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Company No. 1184362-D

7.3 Winding-up of the Membership Scheme

(a) In the event the Operator goes into liquidation, or if in the opinion of the Trustee
that the Operator has ceased to carry on the business and operation of the
Membership Scheme, or has, to the prejudice of the Members, failed to comply with
the terms of this Deed, then the Trustee shall summon a meeting of the Members in
accordance with the provisions of Section 95 of the Companies Act 1965. The
Operator shall: -

i) send, by post, a notice of the meeting, at least twenty-one (21) days before
the proposed meeting, to the Members;

ii) publish, at least twenty-one (21) days before the proposed meeting, an
advertisement giving notice of the meeting in a newspaper circulating
generally in Malaysia;

(b) If at such a meeting, a resolution is passed by a majority of not less than seventy-five
per centum (75%) of the votes of the Members present, and voting either in person
or by proxy, to wind-up the Membership Scheme, then the Trustee shall apply to
the High Court for an order confirming the resolution.

(c) On the application by the Trustee, the High Court may, if so satisfied that such
order is in the interest of the Members, confirm the resolution and make such
orders necessary and expedient for the winding-up of the Membership Scheme.

7.4 Realisation of the Trust Account and Sinking Fund Account

(a) Upon the mutual termination or winding-up the Membership Scheme, the Trustee
shall realise the Trust Account and the Sinking Fund Account.

(b) The Trustee shall retain monies in the Trust Account and the Sinking Fund Account
to pay all disbursements, outgoings, charges, expenses, liabilities, claims or demands
in respect of this Deed or the Membership Scheme.

(c) The Trustee shall, upon completion of the realisation of the Trust Account and the
Sinking Fund Account, distribute the balance thereof, amongst the Members in
proportion to the Membership Fee. Any balance thereof, if any, shall be distributed
back to the Operator.

8. MISCELLANEOUS

8.1 Sales, marketing and advertising

(a) The Operator must obtain the approval of the Trustee and the Companies
Commission of Malaysia before publishing any advertisement or circular with
respect to the sale of the Memberships.

(b) However, any newsletter or periodicals published by the Operator for circulation
amongst the Members need not be submitted for approval.

8.2 Auditors

(a) An auditor referred in this Deed shall be a licensed company auditor within the
context of the Companies Act 1965 (hereinafter called “the Auditor”).

(b) The Auditor shall be appointed by the Trustee for the purpose of auditing the Trust
Account and the Sinking Fund Account.

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Company No. 1184362-D

(c) The Auditor shall hold office until such time as the Auditor may voluntarily resign
by notice in writing to the Trustee.

(d) However, the Trustee may, if deemed appropriate, remove the Auditor and appoint
another auditor.

8.3 Time of essence

(a) Time, whenever mentioned, shall be of the essence of this Deed.

8.4 Costs and disbursements

(a) The Operator shall pay the legal fees, stamp duties, registration fees and other costs
in respect of this Deed.

8.5 Governing law

(a) This Deed shall be governed by the laws of Malaysia.

(b) The parties agree to submit to the jurisdiction of the courts in Kuala Lumpur.

8.6 Correspondences, letters, notices and legal process

(a) All correspondences, letters, notices and legal process shall be given by registered
post sent to the respective address stated in this Deed.

(b) All such correspondences, letters, notices and legal process shall be deemed to have
been duly served after the expiration of three (3) days from the date it is posted.

(c) No change in the address shall be effective or binding unless actual notice of the
change of address is made and acknowledged.

8.7 Assignment and successors

(a) This Deed cannot be assigned out to any third party unless mutually agreed by the
parties and recorded in writing.

(b) However, this Deed shall be binding upon the heirs and successors-in-title of the
parties hereto.

8.8 Severability

(a) Any term, condition, covenant, undertaking or warranties in this Deed which is
illegal, void or unenforceable shall be ineffective to the extent of such illegality,
voidability or unenforceability without invalidating the remaining provisions of this
Deed.

8.9 Amendment or variation of this Deed

(a) The Operator cannot modify, amend or vary the terms of this Deed unless approved
and sanctioned by a resolution of the Members’ Meeting unless the Trustee certified
that the said modification, amendment or variation does not prejudice the interest
of the Members and does not operate to release the Operator or the Trustee from
any responsibility to the Members or unless the said modification, amendment or
variation is one which, in the opinion of the Trustee, is appropriate or necessary to
comply with any law, guidelines or directives.

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Company No. 1184362-D

(b) However, it is agreed the following amendment need not be approved by the Trustee
and the Members: -

i) the Membership Fee, which shall be determined according to market

forces;
ii) the Subscription Fees, which may be increased on the terms of this Deed;

8.10 Rights of Affiliation

(a) The Operator may, with the prior consent of the Trustee, from time to time,
enter into reciprocal arrangements with other recreational clubs, hotels, golf clubs
and other recreational clubs to provide reciprocal arrangements for the Members.

8.11 Right to Inspect

(a) Copies of this Deed and any supplemental deed thereto shall be open to
inspection by an applicant intending to purchase the Membership at the
office of the Operator.

iii) The Members, upon payment of a sum not exceeding Ringgit Malaysia Ten
(RM10.00) only, can request to be supplied with a copy of this Deed and any
supplemental deed thereto.

8.12. Force Majeure

8.12.1 The Operator shall not be liable to the Members and the Trustee for any failure to
fulfil any term of this Deed or in respect of the Membership Agreement or the
Membership Scheme, if such fulfilment is delayed, hindered or prevented by force
majeure, including, but not limited to, acts of God, inclement weather, landslides,
floods, strikes, lockout, riots, civil commotion, unrests, acts of war or failure to
obtain any necessary sanction or approval of any local or other appropriate
authority or if the performance of this Deed becomes unduly onerous or costly or by
circumstances of whatsoever nature beyond the reasonable control of the Operator.

**** THE REMAINING OF THIS PAGE IS INTENTIONALLY LEFT BLANK ****

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Company No. 1184362-D

IN WITNESS WHEREOF the parties hereto affixed their respective Common Seals the day and year first
abovewritten.

The Common Seal of )

)
was hereunto affixed in the presence of:- )

....................................................... ..............................................…….
DIRECTOR DIRECTOR/SECRETARY

The Common Seal of )

)
was hereunto affixed in the presence of:- )

...................................................... ................................................…….
DIRECTOR DIRECTOR/SECRETARY

The Common Seal of )

)
was hereunto affixed in the presence of:- )

...................................................... ................................................…….
DIRECTOR DIRECTOR/SECRETARY

22