02 Sunway Treasury Sukuk SDN BHD - Trust Deed

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IDUPLl£ATE J.t"'
SUNWAY TREASURY SUKUK SDN. BHD. .
(CompanyNo. 1088200-V)
·
Sukuk Programme oflQ? SI~-¥1:-e;~·,
Trust Deed ·
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ng ' Jh1
Peguambela dan Peguamcara
Advocate and Solicitor
Kua:la Lumpur
BC/0/194
TRUST DEED
In respect of the issuance oflslamic commercial papers and/or Islamic medium term
notes under the Shariah principle of Mudharabah pursuant to an Islamic commercial
paper/medium term note programme ofup to RM2.0 billion in nominal value
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Between
Sunway Treasury Sukuk Sdn Bhd

(formerly known as Fantastic Pro/ink Sdn Bhcl)
(Company No. 1088200-V)
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Pacific Trustees Berhad
Il (Company No. 317001-A)

("Trustee")
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Lee Hishammuddin Allen & Gledhill
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Level 16, Menara Tokio Marine Life
No 189, Jalan Tun Razak, 50400 Kuala Lumpur
Malaysia
Tel: +603 2161 2330

Fax: +603 2161 3933 I 2161 1661
enquiry@lh-ag.comIwww.lh-ag.com
Reference: CEY/OEJ/4 7052/14
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SUNWAY TREASURY SUKUK SDN. BHD.
Sukuk Programme of up to RM2.0 Billion in
nominal value - Trust Deed
r1 Table of contents
Clause Page
1 Definitions and interpretation 2

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1.1 Definitions 2
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1.1 Interpretation 12
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2 Declaration of trust 14
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3 The Sukuk Mudharabah 14
(( ' 3.1 Nominal Value 14
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3.2 Purpose 14
3.3 Certificate, Issue Date etc 15
'f i 3.4 Tenure 15
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3.6 Bearer form 15
3.7 Central Securities Depository 16
3.8 Listing 16
3.9 Selling Restrictions 16
(f ( 3.10 Status of the Sukuk Mudharabah 16
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l_l ,J 3.11 Repurchase and cancellation 16
3.12 Redemption 17
3.13 Early Redemption 17
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I_ 3.14 Al-Kafalah Guarantee 17
3.15 Mode of issuance 17
3.16 18"
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Upsizing
3.17 Benefits 19
4 Covenant for payment 19
~n 4.1 Covenant to pay 19
4.2 Periodic Distribution payment 19
"l 1 4.3 Compensation (Ta'widh) 20
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4.4 Payments 20
"f ' 4.5 No discharge 21
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5 Form of the Sukuk Mudharabah 21
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5.1 The Global Certificates 21
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5.2 The Definitive Certificates 22
5.3 Signature 25
5.4 Title and ownership of Notes 25
J-__ ,_; 5.5 Defaced, mutilated, stolen or destroyed certificates, etc 25
6 Representations and warranties 26
6.1 Representations and warranties 26
6.2 Representations and warranties repeated 28
6.3 Saving of Trustee's rights 28
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Lee Hishammuddin Allen & Gledhill page i
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[: (Company No. 1088200-V)
I ·• : Sukuk Programme of up to RM2.0 Billion in
l . nominal value - Trust Deed
Clause Page
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i 7 Issuer's covenants 28
7.1 Positive covenants 28
T1 7.2 Negative covenants 31
7.3 Financial covenant 33
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8 Dissolution Events 34
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8.1 Dissolution Event relating to the Issuer 34

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8.2 Dissolution Event relating to Sunway and/or its Material Subsidiaries 35
8.3 Consequences of Dissolution Event 37
8.4 Mitigation by the Issuer 38
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8.5 Concurrent Action 38
8.6 Set-off 38
8. 7 The Cumulative rights and remedies 38
9 Remedy for default 38

9.1 Trustee's right to institute proceedings 38
9.2 Proof of default 39
9.3 Trustee not bound to enforce unless directed by Special Resolution 39
9.4 Indemnity to Trustee 39
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9.5 Sukukholders' limited direct right of enforcement 39
9.6 Interests of Sukukholders several 39
'.Jl 10 Application of moneys 40
11 Trustee's Reimbursement Account 40

J] 11.1 Trustee's Reimbursement Account 40
11.2 Investment of funds in the Trustee's Reimbursement Account 40
I1 12 Notice of payment by Trustee 41
13 Payment to Sukukholders 41
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14 Deemed payment of unclaimed redemption moneys 41
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' 14.1 Deemed payment 41
14.2 Unclaimed moneys 41
15 Proscription 42
16 Confidential information 42
16.1 Duty to keep confidential 42
16.2 Exceptions 42
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17 Remuneration of Trustee 43
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17.1 Fee 43
17.2 Calculation and payment of annual fee 43
17.3 Remuneration for extraordinary services 43
17.4 Reimbursement of expenses 44
Lee Hishammuddin Allen & Gledhill page ii

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- SUNWAY TREASURY SUKUK SDN. BHD.

~T·1 (CompanyNo. 1088200-V)
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(. Sukuk Programme of up to RM2.0 Billion in
Clause Page
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18 Powers and duties of Trustee 44
18.1 Trustee's powers 44
18.2 Trustee's duties 46
18.3 Exemption and indemnity not applicable 46
18.4 Interests of Sukukholders 46
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18.5 Information supplied by Issuer 47
18.6 Sukukholders responsible for own credit evaluation 47
r( 1 18. 7 Trustee may refrain to act in certain circumstances 47
18.8 Enforceability of Transaction Documents 48
19 Trustee may act through responsible officers 48
20 Continued validity of Trustee's powers 48

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21 General indemnity of Trustee 48

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22 Modification of this Deed 49
i. J 22.1 Modification by Trustee 49
r\ ) 23 Authorisation and waiver of breaches 49

23.1 Trustee's right to waive breaches 49
23.2 Restrictions on Trustee's powers to waive breaches 50
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23.3 Exercise of Trustee's power 50
24 Trustee contracting with Issuer 50
lJ 25 Reorganisation of Issuer 50
25.1 Exchange in the event of reorganisation 50
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'( 1 26 Reorganisation of Trustee 51

1 J,l 27 Retirement and removal of Trustee 51
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' 27.1 Retirement of trustee 51
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!27.2 Removal of trustee 51
27.3 Appointment of new trustee in the event of retirement or removal of trustee 52
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'i 27.4 No retirement or removal until new trustee appointed 52
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28 Appointment of new, separate or co-trustee 52

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28.1 Appointment of new trustee by trustee 52
28.2 Qualification of new trustee 52
28.3 Trustee to continue to act 53
28.4 Appointment of separate trustee or co-trustee 53
28.5 Removal of separate trustee or co-trustee 53
28.6 Notice of appointment and removal 53
28.7 Effect of appointment of new trustee 53
28.8 Perfection of appointment or removal 53
28.9 Remuneration of separate and co-trustee 53
Lee Hishammuddin Allen & Gledhill page iii
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Clause Page
29 Meeting of Sukukholders 54
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'; 29.1 Proceedings of meetings 54
29.2 Convening meetings 54
29.3 Trustee's right to call meetings not affected 54
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30 Invalidity and severability 54
,, ' 31 Communications 55
31.1 Notices to Sukukholders 55
31.2 Notices to Trustee or Issuer 55
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31.3 Deemed service 56
31.4 Proof of service 56
31.5 Service of legal process 56
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32 Taxation 57
33 Execution and counterparts 57
34 Execution 57
35 Effective date 57
36 Governing law 57
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.1.i 37 No Payment of interest 58
I1 38 Variation of the Mudharabah Agreement 58
39 Stamp duty declaration 58

JJ Schedule 1 - Islamic Commercial Papers Global Certificate 59
Schedule 2 - Islamic Commercial Papers Definitive Certificate 63
1; Schedule 3 - Islamic Medium Term Notes Global Certificate 66
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Schedule 4 - Islamic Medium Term Notes Definitive Certificate 70
Schedule 5 - Meeting of Sukukholders 73
Schedule 6 - Terms and conditions of the Sukuk Mudharabah 78
i . Schedule 7 - Issue/Selling Restrictions 90
Schedule 8 - Early Redemption of the Sukuk Mudharabah 91
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Lee Hishammuddin Allen & Gledhill page iv

Ir SUNWAY TREASURY SUKUK SDN. BHD.
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This Deed
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is made on \1 0 SEP 2014 between the following parties:
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1. Sunway Treasury Sukuk Sdn. Bhd. (formerly known as
Fantastic Pro/ink Sdn Bhd) (Company No. 1088200-V)
of Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 47500
Subang J aya, Selangor Darul Ehsan
("Issuer")
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2. Pacific Trustees Berhad (Company No. 317001-A)
,l,. of Unit A-9-8, 9th Floor, Megan Avenue 1, No. 189, Jalan Tun Razak, Off
Persiaran Hampshire, 50400 Kuala Lumpur
("Trustee")
Recitals
A. The Issuer, a wholly-owned subsidiary of Sunway Treasury Sdn Bhd
,·( \ (Company No. 434005-W), which in tum is a wholly-owned subsidiary of
Sunway (as defined in this Deed), is a special purpose vehicle for the
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purpose of conducting treasury and financing operations, including but not
limited to advancing, depositing or lending money to its related
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comp am es.
B. By a programme agreement dated t1 0 SEP 2014 ("Programme
Agreement") between the (1) Issuer and (2) Kenanga Investment Bank
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Berhad (Company No. 15678-H) as principal adviser/lead arranger
("Principal Adviser/Lead Arranger"), facility agent ("Facility Agent")
Terkecuali daripada Duti SelemI
outi sebanxak RM ........::-........... diremitkan
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and lead manager ( Lead Manager ), t e Pnnc1pa A v1ser Lea
~i.1~~~j~j::~~}~ Arranger have agreed, at the Issuer's request, to arrange the issuance of
. _ 4t-...Qt '\ ( Islamic commercial papers ("Islamic Commercial Papers"/"ICPs")
l 1. . . . ~. ~=::. . ~~~~.!......~:...~J~~.. and/or Islamic medium term notes ("Islamic Medium Term
'- himb. Pemungut Duti setem, Wa~gsa Maju Notes"/"IMTNs") under the Shariah principle of Mudharabah pursuant to
1114 42 68
LHDNiw.o WMJ ' .............................. an Islamic commercial paper/ medium term note programme of up to
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) ' RM2.0 billion in nominal value (''Sukuk Programme"). The ICPs and
• ·. i IMTNs shall collectively be referred to as "Sukuk Mudharabah".
c. By a letter dated 21 August 2014, the Issuer has obtained the written
authorisation of Securities Commission for the issuance of the Sukuk
Mudharabah under the Sukuk Programme.
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D. The Board of Directors of the Issuer has on 2 June 2014 passed a
resolution to authorise the establishment of the Sukuk Programme and the
issuance of the Sukuk Mu:dharabah.
,_,_,· E. The tenure of the Sukuk Programme is up to seven (7) years from the date
of the first issue, provided that the first issuance of the Sukuk Mudharabah
shall not be later than two (2) years from the date of the Securities
.
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.• Commission's written authorisation .
F. Pursuant to the Sukuk Programme, the payment obligations of the
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Mudharib (as defined in this Deed) under the Purchase Undertaking (as
'·. defined in this Deed) is secured by an irrevocable and unconditional Al-
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Lee Hishammuddin Allen & Gledhill page 1
Kafalah Guarantee (as defined in this Deed) provided by Sunway (as
defined in this Deed) to the Trustee acting for and on behalf of the
Sukukholders (as defined in this Deed).
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G. The Sukuk Mudharabah shall be issued m accordance with the
Participation and Operation Rules for Payments and Securities Services
and the Operational Procedures for Securities Services issued by the
Malaysian Electronic Clearing Corporation Sdn Bhd ("MyClear"), a
company incorporated under the Companies Act (as defined in this Deed)
and is wholly owned by Bank Negara Malaysia ("BNM") and shall be
subject to this Deed.
H. The Sukuk Mudharabah shall not be listed on the Bursa Malaysia
1' ' Securities Berhad or on any other stock exchange.
I. The Trustee is duly qualified to act as trustee in accordance with Section
260 of the CMSA (as defined in this Deed) and has agreed to act as trustee
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for the Sukukholders upon the terms and subject to the conditions in this
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The parties agree as follow:

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1 Definitions and interpretation

1.1 Definitions
In this Deed, unless the context otherwise requires and save as specifically
defined in this Deed, words and expressions defined in the Programme
~u Agreement shall have the same meanings when used in this Deed:
Aggregate Customers' Securities Account means the account maintained by
each SSDS Participant with BNM for the Sukukholders who are not members of
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RENTAS.
Al- Kafalah Guarantee means the irrevocable and unconditional al- kafalah
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guarantee dated 1 O SE p 2014 given by Sunway in favour of the Trustee
\_l ~ ) acting for and on behalf of the Sukukholders to guarantee all payment obligations
the Issuer under the Purchase Undertaking.
,, ; Availability Period means the! period commencing from the Conditions
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Precedent Date and ending on the date falling seven (7) years from the First
Issuance Date, provided always that the First Issuance Date shall not be later than
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two (2) years from the date of the Securities Commission's authorisation.
BNM means Bank Negara Malaysia, a body corporate continuing to exist under
the Central Bank of Malaysia Act, 2009 of Jalan Dato' Onn, 50480 Kuala
Lumpur, Wilayah Persekutuan.
Bursa Malaysia means Bursa Malaysia Securities Berhad.
Business Days means any day (other than a Saturday or Sunday or public
holiday) on which financial institutions licensed under the FSA are open for
business in Kuala Lumpur and Selangor.
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! • Sukuk Programme of up to RM2.0 Billion in
Cash means all freely available cash balance standing to the credit of all bank
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accounts opened and maintained with lfoensed financial institutions in any
jurisdiction;
Cash Equivalent means:
(i) negotiable certificates of deposit and/or short term money market deposit
(STMMD) and/or time deposits or · similar instrument issued by
commercial banks or licensed financial institutions;
(ii) promissory notes, banker's acceptances, bills and other money market
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instruments with tenor less than twelve (12) months issued by commercial
banks or licensed financial institutions;
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(iii) bonds, treasury bills or debt instruments issued with remaining maturity
not more than twelve (12) months, and if denominated in Ringgit
Malaysia with rating of at least AA or P 1;
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. , Central Securities Depository means MyClear as agent for BNM for purposes
\ , of carrying out its functions, duties and obligations under the Central Securities
Depository and Paying Agency Rules as a Central Securities Depository.
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CMSA means the Capital Markets and Services Act, 2007 and includes any
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amendment, consolidation or re-enactment thereof from time to time.
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! Companies Act means the Companies Act, 1965 and includes any amendment,
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' , consolidation or re-enactment thereof from time to time.
Conditions Precedent Date means the date on which all conditions precedent
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have been satisfied in accordance with clauses 3.1 and 3.2 of the Programme
Agreement unless waived in accordance with clause 3.3 of the Programme
Agreement, as the case may be, or such other date as may be approved by the
:o Facility Agent in writing provided that such date shall not fall after two (2) years
from the date of the written authorisation of the Securities Commission.
Consolidated Debt means at any time, in relation to the Sunway Group, includes,
JJ without limitation to the following:
(i) the principal amount (together with any fixed or minimum premium
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payable on final repayment) for the time being owing by the Sunway
Group in respect of any loan, debenture, debenture stock, credit facilities,
borrowing or any other instrument creating or evidencing the Sunway
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Group's indebtedness including but not limited to indebtedness arising
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from Islamic Financing but so that in the 'case of a debenture, debenture
stock, bond, or other instruments created or evidencing collateral security
[ for the Sunway Group's indebtedness including but not limited to
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indebtedness arising from Islamic Financing, the amount to be taken into

account shall be the principal amount thereof or the amount for the time
being outstanding of the borrowing or indebtedness collaterally secured
whichever is the lesser;
(ii) in the case of a counter indemnity with respect to any guarantee facility
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provided to the Sunway Group in relation to advances made to the

Sunway Group, the amount to be taken into account shall be the principal
amount of the advances made to the Sunway Group and not repaid;
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I! . : Sukuk Programme of up to RM2.0 Billion in
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(iii) the principal amount payable in respect of any overdraft or other similar
indebtedness of the Sunway Group including but not limited to
indebtedness arising from Islamic Financing;
(iv) amounts raised by the Issuer by acceptance under any acceptance credit
opened on its behalf and the principal amount recoverable from the
Sunway Group in respect of bills or receivables discounted;
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' (v) amounts raised by the Sunway Group by factoring its hire-purchase
receivables with recourse; and
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(vi) the principal amount payable by the Sunway Group pursuant to or in
connection with debt securities (including but not limited to· bonds,
promissory notes and loan stocks),
but excludes the double counting of any liability which might otherwise be
included as a result of this definition.
rf ', Deed means this trust deed made between the Issuer and the Trustee (acting for
and on behalf of the Sukukholders) in accordance with the terms and conditions
as set out herein.
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Default Outstanding Amount means the Nominal Value of all Outstanding

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Sukuk Mudharabah issued pursuant to this Deed, excluding the Nominal Value of
r~ \ such Sukuk Mudharabah in respect of which the Maturity Date has occurred, and
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the Issuer has paid to the Paying Agent such amounts as are due in respect thereof
in order to discharge its obligations under those Sukuk Mudharabah, and remains
uncondition::i.lly available for payment against surrender of those Sukuk
Ji Mudharabah.
Definitive Certificates means collectively:
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(a) the Islamic Commercial Papers Definitive Certificates;
(b) the Islamic Medium Term Notes Definitive Certificates; and
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where the context so requires, shall mean any one of them.
Directors mean the Issuer's directors, frori:J. time to time.
'1f'.! Dissolution Event means any one of the events referred to in clauses 8.1 and 8.2
•• ,J of this Deed and includes any event which with the giving of notice or lapse of
time or both would constitute a Dissolution Event.
Encumbrances means any encumbrance, mortgage, charge (whether fixed or
floating), pledge, lien, hypothecation, assignment by way of security, or trust
arrangement or other security arrangement or agreement of any right conferring a
priority of payment or other security interest of any kind which is not Permitted
Security including, without limitation, title transfer and/or retention arrangements
having a similar effect or any agreement to create any of the foregoing.
Exercise Price means the price payable by the Issuer for the purchase of the
Trust Assets from the Trustee (acting for and on behalf of the Sukukholders)
calculated in accordance with the relevant formula set out in the Purchase
Undertaking.
Facility Agent means Kenanga Investment Bank Berhad (Company No. 15678-
H), having its registered address at 3th Floor, Kenanga International, Jalan Sultan
Ismail, 50250 Kuala Lumpur, and the expression shall, where the context so
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j .. Sukuk Programme of up to RM2.0 Billion in
' . nominal value - Trust Deed
admits, include its successors-in-title and permitted assigns and any successor
acting in such capacity.
FAST means the Fully Automated System for Issuing/Tendering, which is a
centralised system for the origination of debt securities or such other system as
varied, upgraded or substituted from time to time.
FSA means the Financial Services Act 2013 and includes any amendment,
consolidation or re-enactment thereof from time to time.
First Issuance Date means the date of the first issuance of the Sukuk
· Mudharabah pursuant to the Sukuk Programme, which issuance shall be made
.\ within two (2) years from the date of the Securities Commission's written
authorisation or such extended period as may be granted by the Securities
r\ Commission.
FYE means financial year ending/ended, as the case may be.
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Global Certificates means collectively:
(a) the Islamic Commercial Papers Global Certificates;
(b) the Islamic Medium Term Notes Global Certificates; and
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where the context so requires, shall mean any one of them.
rl ' IFTS means the Inter Bank Funds Transfer System.
Information Memorandum means the information memorandum issued or to be
issued in respect of the Sukuk Programme.
Islamic Commercial Papers or ICPs means the commercial papers comprising
promissory notes of one (1), two (2), three (3), six (6), nine (9) and twelve (12)
months, issued or to be issued by the Issuer at a discount to its nominal value
without any Periodic Distribution, from time to time in accordance with the
provisions of this Deed and the relevant Transaction Documents and represented
by the Islamic Commercial Papers Global Certificates or the Islamic Commercial
Papers Definitive Certificates (as the case may be).
Islamic Commercial Papers Definitive Certificates means the definitive
certificates in respect of Islamic Commercial Papers in the form set out in
Schedule 2 of this Deed.
Islamic Commercial Papers Global Certificates means the global certificates in
respect of the Islamic Commercial Papers in the form set out in Schedule 1 of this
Deed.
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Islamic Medium Term Notes or IMTNs means the negotiable Islamic medium
term notes with or without Periodic Distribution, represented by the Islamic
Medium Term Notes Global Certificate or Islamic Medium Term Notes
Definitive Certificate issued or to be issued by the Issuer at discount, par to face
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value or premium to face value under the Sukuk Programme in accordance with
the Programme Agreement, and any reference to "Islamic Medium Term Note" or
'' "IMTN" means any one thereof.
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Islamic Medium Term Notes Definitive Certificates means the definitive

certificates in respect of the Islamic Medium Term Notes, in the form set out in
Schedule 4 of this Deed.
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Islamic Medium Term Notes Global Certificates means the global certificates
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in respect of the Islamic Medium Term Notes, in the form as set out in Schedule
3 of this Deed.
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i Issue Date means in relation to any Sukuk Mudharabah, the date of issuance of
the Sukuk Mudharabah as specified on the Global Certificate or the Definitive
Certificate, as the case may be, of those Sukuk Mudharabah and in accordance
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with this agreement, which date shall fall on a Business Day.
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Issue Request means a written request issued from time to time by the Issuer to
the Facility Agent requesting for the utilisation of the Sukuk Programme,
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substantially in the form set out in Part A of Schedule 3 to the Programme
Agreement.
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Issuer means Sunway Treasury Sukuk Sdn Bhd (formerly known as Fantastic
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Prolink Sdn Bhd) (Company No. 1088200-V), having its registered office at
Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 47500 Subang
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Jaya, Selangor Darul Ehsan and includes its successors-in-title and permitted
assigns.
,r ' Lead Manager means Kenanga Investment Bank Berhad (Company No. 15678-
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. H), having its registered address at 8th Floor, Kenanga International, Jalan Sultan
Ismail, 50250 Kuala Lumpur, and the expression shall, where the context so
admits, include its successors-in-title and permitted assigns and any successor
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acting in such capacity.
Material Adverse Effect means a material adverse effect on -
(a) the business, operations, assets or properties, condition (financial or
otherwise) or prospects of the Sunway Group taken as a whole;
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(b) the ability of the Issuer or Sunway (as the case may be) to perform its
obligations under the Transaction Documents to which it is a party; or
(c) the validity or enforceability of the Transaction Documents or the rights or
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remedies of the Trustee or the Sukukholders under the Transaction
Documents.
Material Subsidiaries mean, at any time, any subsidiary, both present and future,
of Sunway which contributes at least fifteen per cent (15%) to the Sunway
Group's pre-tax profit based on the then latest available audited and consolidated
financial statements of Sunway at that time.
Maturity Date means, in relation to any Series, subject always to the Rules, the
date for payment of the Nominal Value of that Series as specified on the relevant
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Global Certificates or Definitive Certificates (as the case may be), being the last
day of the Tenure as selected by the Issuer in the relevant Issue Request but so
that:
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(a) if the Maturity Date of any Series falls on a day which is not a Business
Day, it shall be the Business Day immediately preceding the Maturity
Date;
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(b) if the Maturity Date of any Series falls on a day which is an unscheduled
public holiday, it shall be the Business Day next succeeding the Maturity
Date irrespective of whether it falls into the next month or not; and
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I i (Company No, 1088200-V)
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Sukuk Programme of up to RM2,0 Billion in
(c) no Maturity Date of any Series shall fall after the end of the Programme
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i Tenure.
Mudharabah Agreement means the agreement dated l1 0 SEP 2016etween the
'! , Issuer as the Mudharib and the Trustee as the Rabb al-mal, in respect of the
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Sukuk Programme.
Mudharabah Declaration of Trust means the deed setting out the Issuer's
declaration of trust in respect of the undivided rights and entitlements of the
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Sukukholders under the Trust Assets.
Mudharabah Venture means the Issuer's Shariah- compliant business, whereby
the Sukukholders shall from time to time provide capital to such business for the
purpose of the Sukukholder's investment and such business includes the
provision of Islamic inter-company advances or investment in the Shariah-
,.,, compliant business activities and/or general corporate purpose of companies
within the Sunway Group.
Mudharib means the Issuer as the party contributing expertise in respect of the
mudharabah arrangement and in relation to the Mudharabah Agreement.
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MyClear means the Malaysian Electronic Clearing Corporation Sdn Bhd, a
~\ , I company incorporated under the Companies Act and is wholly owned by BNM,
and the expression shall, where the context so admits, include its successors-in-
title and permitted assigns and any successor acting in such capacity.
Net Debt means the Consolidated Debt less Cash and Cash Equivalents
belonging to the Sunway.
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'\.;, J Nominal Value in relation to any Sukuk Mudharabah, means the amount
specified on the Global Certificate or the Definitive Certificate, as the case may
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be, to that Sukuk Mudharabah to be payable by the Issuer on the Maturity Date.
Outstanding Indebtedness means the aggregate of the Nominal Value
covenanted to be paid by the Issuer thereunder together with interest thereon (if
J] any) and all other fees, charges, expenses and monies whatsoever covenanted to
be paid by the Issuer under the Transaction Documents and/or in connection with
the Sukuk Programme.
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i Outstanding Sukuk Mudharabah means at any time, the aggregate of the
Nominal Value of all Islamic Commercial Papers and Islamic Medium Term
Notes issued pursuant to this Deed, excluding:
(a) those which have been redeemed, cancelled or otherwise satisfied in
accordance with this Deed;
(b) those in respect of which the date for redemption in accordance with the
provisions of this Deed has occurred and the Nominal Value thereof has
been duly paid to the Paying Agent in accordance with the Central
Securities Depository and Paying Agency Rules and remains available for
payment against surrender of the relevant Sukuk Mudharabah to the
Paying Agent; and
(c) those in respect of which claims have been prescribed and are void under
this Deed.
Own Securities Account means the account maintained by each SSDS
,, Participant with BNM for holding its own Sukuk Mudharabah.
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(' (CompanyNo. 1088200-V)
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-r 1 Paying Agent means MyClear as agent for BNM, appointed pursuant to the
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I : Central Securities Depository and Paying Agency Rules, and the expression shall,
where the context so admits, include its successors-in-title and permitted assigns
and any successor acting in such capacity. _
Periodic Distribution means the periodic distibution payable in respect of the
Islamic Medium Term Notes from time to time under the Sukuk Programme.
Periodic Distribution Payment Date means each of the dates on which the
Periodic Distribution are payable in accordance with clause 4.2 herein.
-''
Permitted Indebtedness mean any indebtedness incurred or to be incurred by the
Issuer and the other members of the Sunway Group for so long as the financial
covenant referred to in clause 7 .3 herein are complied with and no Dissolution
Event has occurred and is subsisting.
Permitted Investments mean the permitted investments of the funds standing to
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,
the credit of the Trustee's Reimbursement Account, which are allowed under the
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, Shariah principles and shall comprise investment products approved by the
Shariah Advisory Council of the SC, BNM's Shariah Council and/or other
recognised Shariah authorities and limited to the following for credit back to the
said account -
(a) Securities guaranteed by the Government of Malaysia;
(b) Fixed income securities issued in Malaysia with the approval of the
Government of Malaysia by any authority established under federal or
state law;
-
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(c) Deposits with any financial institution with a minimum credit rating of
AA3/Pl and/or AA-/MARC-1 by the rating agency;
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(d) Money market instruments of a financial institution with a mm1mum
credit rating of AA3/Pl and/or AA-/MARC-1 by the rating agency;
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n (e) Other debt or capital market instruments of private entities having a long
term rating of at least AAA and short term rating of P 1 as determined by
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RAM Rating Services Berhad or its equivalent by Malaysian Rating
~
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Corporation Berhad; and
(t) Such other investments approved by the Trustee,
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I: Provided that the maturity of the Permitted Investments in the form of securities
'l ,
shall fall on a date, which is at least five (5) Business Days before any payment
obligations are due and payable under the Sukuk Programme. However,
Permitted Investments in the form of money market instruments of a financial
'·, institution and accounts maintained with financial institutions may fall on a date,
which is at least two (2) Business Days before any payment obligations are due
and payable under the Sukuk Programme.
' ,
.___ __ J
Permitted Security means -

(a) any liens arising by operation of law or created in the ordinary course of
business;
(b) pledges created in relation to documentary credits opened in the ordinary
course of trading;
-! (c) hire purchase transactions;

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[ ., -

r (CompanyNo. 1088200-V)
I .' - nominal value - Trust Deed
(d) any security interest created or to be created to secure the Permitted
-r 1 Indebtedness; and
'
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(e) any other security interest previously disclosed to the Trustee prior to the
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date of this Deed.
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Principal Adviser/Lead Arranger means Kenanga Investment Bank Berhad
(Company No. 15678-H), having its registered address at 3th Floor, Kenanga
'f 1
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International, Jalan Sultan Ismail, 50250 Kuala Lumpur, and the expression shall,
where the context so admits, include its successors-in-title and permitted assigns
and any successor acting in such capacity.
Profit Rate means in relation to the Islamic Medium Tenn Notes, the profit rate
applicable, which will be determined prior to each issuance of the Islamic
r' ' Medium Tenn Notes and payable pursuant to clause 4.2 herein.
'' ' ' Profit Sharing Ratio means the ratio of 99: 1 (Sukukholders: Issuer).
n sr:_ p 2014
,,' ' Programme Agreement means the programme agreement dated l1 u "lJetween
\ ~ 1'
the Issuer, the Principal Adviser/Lead Arranger, Facility Agent and the Lead
Manager, in respect of the Sukuk Programme.
1
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Programme Tenure means the period commencing from the First Issuance Date
i.
'I and ending on the close of business in Kuala Lumpur on the date falling seven (7)
years thereafter.
,, ' Purchase Undertaking means the deed between the Issuer and the Trustee,
' '
pursuant to which the Issuer undertakes to purchase the Trust Assets from the
Trustee (acting for and on behalf of the Sukukholders) at the Exercise Price upon
the occurrence of the earlier of the respective Maturity Dates or declaration of a
Dissolution Event or an early redemption and includes any amendments,
variations and/or supplementals made or entered into from time to time.
Rabb al-mal means the party contributing capital in respect of the mudharabah
arrangement and in relation to the Mudharabah Agreement.
RAM means RAM Rating Services Berhad (Company No. 763588-T), having its
registered address at Suite 20.01, Level 20, The Gardens South Tower, Mid
Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, and the expression
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shall, where the context so admits, include any successors-in title and permitted
assigns or any successor in such capacity.
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Rating Agency means RAM or.such other rating agency nominated by the Issuer
in substitution thereof, with the prior written approval of the Sukukholders.
r;' '
RENTAS means Real-Time Electronic Transfer of Funds and Securities System,
l;
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a real time gross settlement system for inter-bank funds transfer, a securities
settlement system and a scripless securities depository for all unlisted debt
instrument, operated and managed by MyCfear on behalf of BNM as varied,
upgraded or substituted from time to time.
Rules mean:
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.,__, (a) the Central Securities Depository and Paying Agency Rules;
,\ ' ' (b) the Operational Procedures for Securities Services;
'
', (c) the Participation and Operation Rules for Payments and Securities
Services,
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as modified or revised or substituted from time to time.
Securities Commission or SC means the Securities Commission Malaysia
established under the Securities Commission Act, 1993.
Securities Lodgement Form means the securities lodgement form for Central
,l , Securities Depository and Paying Agent Service as set out in Appendix 1 of the
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Central Securities Depository and Paying Agency Rules.
;
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Selling Restrictions means the restrictions set out in Schedule 7 of this Deed.
r'l ''
Series refers to such tranche of the Sukuk Mudharabah sharing the same Issue
i
Date, the same Issue Request, the same terms and conditions and the same
; l; j
Tenure.
Shareholders' Funds means the aggregate of:
' ' (a) nominal ordinary and preference share capital for the time being issued
and paid-up; and
(b) the amount standing to the credit of capital revenue reserve (including
share premium accounts, capital redemption reserve fund and profit & loss
r1 1 account),
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t; as shown in the then latest audited consolidated financial statements of Sunway
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prepared consistently in accordance with generally accepted accounting principles
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in Malaysia during any financial year of the Issuer or as shown in the half yearly
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unaudited consolidated financial statements of the Sunway as confirmed and
certified by a director of the Issuer in the case of a half yearly period in any
financial year of the Issuer, whichever is applicable, but after (to the extent not
taken into account for the puporses of (a) and (b) above):-
(a) making such adjustment as may be appropriate in respect of any variation
in the issued and paid-up share capital, the share premium account and the
capital redemption reserve fund of the Issuer since the date of the latest
audited consolidated financial statements;
(b) deducting:-
(1) an amount equal to any distribution by the Issuer out of profits
earned prior to the date of its latest audited consolidated balance
sheet and which have been declared, recommended or made since
r '
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;
that date except so far as provided for in such balance sheet;
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any debit balances on profit and loss account;
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(2)
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,
(3) any amounts arising from such unaudited writing up of the book
'
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l i values of any property of the Issuer (any increase in the book value
of the property which results from its transfer being deemed for
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(! this purpose to have arisen from a writing-up);
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(4) an appropriate amount for any tax which is payable on the actual
realisation of any land or buildings of the Issuer and computed
based on the amounts which they have been realised;
"-·--'
(5) if not otherwise deducted any amount included in such accounts
attributable to minority interest.
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:T: ! cl <I
I l i ., Sukuk Programme of up to RM2.0 Billion in
SSDS Participants means the RENTAS participants that are permitted to hold
RENTAS securities for their own accounts or on behalf of their customers.
Subscribers mean persons falling within the categories of persons under
~rI i , Schedule 7 who have subscribed for the Sukuk Mudharabah.
j
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Subscription Agreement means the agreement made or to be made by the Issuer
r[ 1 with the Subscribers (as subscribers) for the purchase or subscription of the
l j Sukuk Mudharabah pursuant to the terms and conditions of the Programme
Agreement.
rfi I.
; Sukukholders means at any time, the several persons as Rabb al-mal, who are at
l j
that time being the holders of the Sukuk Mudharabah save that, in respect of any
Sukuk Mudharabah represented by the Global Certificates:
'
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(a) each SSDS Participant who has at that time a particular principal amount
of the Sukuk Mudharabah credited to its Own Securities Account in the
rf 1 records of the Central Securities Depository; and
!
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(b) in the case where a particular principal amount of the Sukuk Mudharabah
is credited to an Aggregate Customers' Securities Account, the several
rl : persons being the beneficial owners of the Sukuk Mudharabah as
l: evidenced by the records maintained by the SSDS Participant and
authenticated in a manner satisfactory to the Trustee,
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shall, unless the law otherwise provided, be deemed to be and treated as the
Sukukholders in respect of that principal amount (and to the extent any such
person is deemed to be or is treated as the Sukukholders, the Central Securities
Depository shall not be so treated) for all purposes hereof and of the Securities
Lodgement Form, the Sukuk Mudharabah and all other documents executed in
connection with the Sukuk Mudharabah.
Sukuk Mudharabah means the Islamic Commercial Papers and/or the Islamic
Medium Term Notes issued under the Sukuk Programme and in accordance with
this Deed.
Sukuk Programme means the sukuk programme of up to RM2.0 billion in
nominal value under the Shariah principle of Mudharabah subject to the terms
'[ l
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and conditions set out in the Programme Agreement.
Sunway means Sunway Berhad (Company No. 921551-D), having its registered
address at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway,
47500 Subang Jaya; Selangor Darul Ehsan,, and the expression shall, where the
,f ' context so admits, include any successors-in title and permitted assigns or any
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l' successor in such capacity.

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Sunway Group means Sunway and its direct and indirect subsidiaries and
'! including jointly controlled entities and associate companies of Sunway.
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Ta'widh means the compensation payable by the Issuer to the Sukukholders in
., r . respect of the Sukuk Mudharabah for any failure or delay of payments under the
Purchase Undertaking.
.I .
Tender Panel Agreement means an agreement made or to be made between the
! Facility Agent (as agent for the Issuer) and the Tender Panel Member(s),
l j
substantially in the form set out in Schedule 4 of the Programme Agreement or
·I .
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SUNWAY TREASURY SUKUK SDN: BHD.

such other form as may from time to time be agreed between the Issuer and the
Facility Agent.
Tender Panel Member(s) or TPM means the tender panel member(s) to be
identified by the Principal Adviser/ Lead Arranger comprising banks, other
financial institutions and other persons falling within Schedule 6 or subsection
229(1)(b) and Schedule 7 or subsection 230(1)(b) read together with Schedule 9
rf l I or subsection 257(3) of the CMSA, and whom any issue, offer or invitation to
1
I ' subscribe for or purchase the Sukuk Mudharabah does not constitute an offer to
the public within Section 4(6) of the Companies Act.
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I Tenure means in relation to any Series, the period from (and including) the Issue
Date up to (but excluding) the Maturity Date of that Series.
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Transaction Documents means:
(a) the Programme Agreement;
r1' '
(b)
J
'I : the Subscription Agreement;

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(c) the Securities Lodgement Form;
( '
' ! ~ (d) the Tender Panel Agreement (if any);
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(e) this Deed;
r! i (f) the Al- Kafalah Guarantee;
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(g) the Mudharabah Agreement;
(h) the Mudharabah Declaration of Trust;
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' , (i) the Purchase Undertaking; and
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(j) any other document to be executed or created or which may hereafter be
executed or created in relation to the Sukuk Mudharabah, agreed by the
Issuer to be designated as a "Transaction Document",
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and references to "Transaction Document" shall mean any of them.
Trust Assets means the undivided rights and entitlements of the Sukukholders
under the Mudharabah Venture.
Trustee means Pacific Trustees Berhad (Company No. 317001-A), having its
'I registered office at Unit A-9-8, 9th Floor, Megan Avenue 1, No. 189, Jalan Tun
ri
l Razak, Off Persiaran Hampshire, 50400 Kuala Lumpur or such other trustee or
l .1
trustees who may be appointed from time to time in addition to, or in substitution
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of, Pacific Trustees Berhad, and the expression shall, where the context so admits,
l
I include any successors-in title and permitted assigns or any successor in such
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capacity.
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Trustee's Reimbursement Account means the Shariah-compliant account
' ' opened and maintained or to be opened and maintained by the Issuer with a
licensed financial instution acceptable to the Trustee known as the "Trustee's
Reimbursement Account" into which funds or monies shall be credited or cause
to be credited by the Issuer pursuant to the provisions in this Deed.
: 1.1 Interpretation ·
! '
In this Deed:
l
\ ~
(a) unless the context requires otherwise, a reference to:
(1) a clause, party, schedule or annexure is a reference to a clause of,
and a party, schedule and annexure to, this Deed and references to
,.-( paragraphs are references to paragraphs of the schedule in which
they appear;
(2) a party includes that party's legal personal representatives,
successors, directors, officers, employees and agents;
(3) words importing the masculine gender include the feminine and
('
'•I neuter genders and words in the singular include the plural and vice
versa;
(4) this Deed includes any schedule or annexure;
.. ';!
(5) any documents being 'in the agreed form' means in a form which
has been agreed by the parties to this Deed;
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l (6) anything (including, but not limited to, any right) includes a part of
'' that thing but nothing in this clause l.l(a)(6) implies that
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performance of part of an obligation constitutes performance of the
obligation;
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(7) a 'person' includes any individual, firm, body corporate,
r\ ' I government or state, association or partnership (whether or not
'J
l.i having a separate legal personality);
(8) a 'related company' or 'related corporation' in relation to any
company has the meaning defined in Section 6 of the Companies
Act;
rfl (9) 'this Deed or any other document or to any specified provision of
LJ
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this Deed or any other document are a reference to this Deed, that
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document or that provision as in force for the time being and as
amended from time to time in accordance with the terms of this
Deed or that document or, as the case may be, with the agreement
of the relevant parties;
(10) 'indemnify' and 'indemnifying' any person against any
circumstance include indemnifying and keeping him fully and
completely harmless from all actions, claims, demands, suits,
arbitrations, mediations and/or proceedings from time to time made
or threatened to be made against that person and any and all loss or
,, damage of whatever nature whatsoever and howsoever incurred
I including without limitation pure economic loss and all payments,
costs or expenses made sustained suffered or incurred by that
person as a consequence of or which would not have arisen b11t for
or otherwise attributable to that circumstance;
LJ
(11) any statutes, statutory provisions, regulations, directives or treaties

or any particular statute, statutory provision, regulation, directive
or treaty includes any amendment, modification, consolidation or
re-enactment in force from time to time and any statutory
instrument or regulations made under it;
l
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f.
(12) the Rules include any amendment (including without limitation to
any renumbering of the chapters or paragraphs), modification,
consolidation or re-issue in force from time to time and any
guidelines, directives, procedures or orders made under them;
(13) 'writing', or cognate expressions, includes any communication
effected by facsimile transmission; and
(14) a 'day', 'week' or 'month' or 'year' is to that day, week, month or
year in accordance with the Gregorian calendar;
(b) except as set out in clause 1.1 of this Deed, words and expressions defined
in the Companies Act shall have the same meanings attributed to them by
the Companies Act;
(c) 'Ringgit Malaysia' and the sign 'RM' mean Ringgit Malaysia being the
lawful currency of Malaysia;
r\
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(d) the table of contents, headings and holdings are for convenience only and
' '
'' shall not affect the construction or interpretation of this Deed; and
r'· ' ', (e) general words are not given a restrictive meaning:
\,,:
(1) if they are introduced by the word 'other' or 'except' by reason of
( . the fact that they are preceded by words indicating a particular
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class of act, matter or thing; or
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(2) by reason of the fact that they are followed by particular examples
r\ J intended to be embraced by those general words;
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2 Declaration of trust
The Trustee shall hold the benefit of this Deed and the other Transaction Documents and
shall stand possessed of all amounts received by the Trustee from the Issuer under or in
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relation to this Deed (other than fees and .other money paid to the Trustee on the
Trustee's own account for the Trustee's services as a trustee under this Deed) and any
realisation or enforcement proceeds upon trust for each and every Sukukholder to whom
ri l such amounts may be owed by the Issuer under or in connection with the Sukuk
l l
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Mudharabah. The Trustee hereby confirms that it is duly qualified to act as trustee of the
r)
Sukuk Mudharabah for purposes of the CMSA.
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3 The Sukuk Mudharabah
i
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L.J 3.1 Nominal Value
The aggregate Nominal Value of the Sukuk Mudharabah is up to and shall not
exceed RM2.0 billion at any point in time.
3.2 Purpose
The Issuer shall use the proceeds from the issuance of the Sukuk Mudharabah for
the following purposes:
I
'·'
(a) to utilise RM30,000.00 to fund the Trustee's Reimbursement Account as
required under the SC's Trust Deeds Guidelines;
!
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-f' (Company No. 1088200-V)
-( l (b) to finance the investment activities, capital expenditure, working capital
i
requirements and/or other general corporate purposes (including but not
limited to future operating expenses and financing expenses ie. the fees
and expenses relating to the Sukuk Programme) of the Issuer and/or
Sunway Group;
( . (c) to repay future borrowings to be undertaken by the Issuer and/or Sunway
'I
.' Group;
;
provided always that, all utilisation of funds from the issuance of the Sukuk
Mudharabah shall be for Shariah-compliant purposes only including the manner
in which such funds are to be channelled to the companies within the Sunway
Group by the Issuer.
3.3 Certificate, Issue Date etc

Each Sukuk Mudharabah issued in accordance with the Programme Agreement
,,' .
and this Deed shall:
(a) be represented by a Global Certificate or, in limited circumstances, by a
Definitive Certificate (as the case may be);
•I
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(b) be dated the Issue Date relating thereto and with the Maturity Date stated
I '
and be deemed to be issued on the Issue Date notwithstanding the prior
.. 1 '
issuance of the Global Certificates or the Definitive Certificates, as the
' I
case maybe;
·! l (c) be executed and have its serial number printed thereon; and
lJ (d) be evidence of the obligations of the Issuer to pay to the Sukukholders, the
sums represented thereby.
·o 3.4 Tenure
(a) Each Islamic Commercial Paper shall have a tenure of one (1 ), two (2),
TI
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three (3), six (6), nine (9) or twelve (12) months as the Issuer may select or
such other period as may be agreed ·between the Issuer and the Lead
Manager, provided that the tenure of such Islamic Commercial Paper does
.r i not exceed the Availability Period.
(J
!.,_ __ J
(b) Each Islamic Medium Term Note shall have a tenure of more than one (1)
' ' year but not more than seven (7) years as the Issuer may select or such
L __ J
' ) other periods as may be agreed between the Issuer and the Lead Manager, 1
provided that the tenure of such Islamic Medium Term Note does not
exceed the Availability Period.
3.5 Validity
Unless previously purchased and cancelled in accordance with the provisions set
out in this Deed or otherwise satisfied by the Issuer, each Sukuk Mudharabah
when issued and represented by the Global Certificate or Defintive Certificate
shall be evidence of the obligations of the Issuer to pay the Sukukholders, the sum
represented thereby and shall be valid from the Issue Date until fully redeemed
and repaid by the Issuer.
l_ _,
3.6 Bearer form
The Sukuk Mudharabah shall be issued in bearer form.

I' ,
3. 7 Central Securities Depository
The Global Certificates shall be deposited with the Central Securities Depository ·
as the authorised depository in accordance with the Central Securities Depository
rr\ 1
.
and Paying Agency Rules.
3.8 Listing
q;
The Sukuk Mudharabah shall not be listed on Bursa Malaysia Securities Berhad
or on any other stock exchange.
3.9 Selling Restrictions
'.'- -
(a) Any issue, sale or transfer of the Sukuk Mudharabah, and any offer,
r'. . invitation, advertisement, solicitation, distribution, delivery or other
dealings in respect of the Sukuk Mudharabah, shall be subject to the
· Selling Restrictions. Every Sukukholder shall observe and comply with the
Selling Restrictions.
(b) Subject to clause 3.9(a), the Sukuk Mudharabah are tradeable and
,.'"--..
transferrable in accordance with the provisions under the Rules.
3.10 Status of the Sukuk Mudharabah
The Sukuk Mudharabah shall constitute direct, unsubordinated, unsecured,
unconditional obligations of the Issuer ranking pari passu in all respects without
;_ ~ ' I
preference or priority among themselves.
3.11 Repurchase and cancellation
(a) The Issuer or any of its subsidiaries or agents or any interested person of
the Issuer, which includes the directors, major shareholders and chief
executive officer may, at any time, purchase any Outstanding Sukuk
Mudharabah at any price in the open market or by way of private treaty.
Any Sukuk Mudharabah so purchased by the Issuer or any of its
subsidiaries or agents acting for the redemption or purchase are to be
surrendered for cancellation and shall not be reissued or resold.
r(I I.
(b) Any Sukuk Mudharabah held by any interested person of the Issuer (which
Ji shall inciude directors, major shareholders and chief executive officer)
shall not entitle such interested person to vote at any of the meetings of the
r, ''
Sukukholders and will not be deemed to be outstanding for the purpose of
determining the total votes exercisable by the Sukukholders whenever
,r such determination is required under the Transaction Documents.
.
\..
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~.- J
(c) For the purposes of clause 3.11 (a) above, the Issuer shall confirm in
writing to the Trustee:
(I} the amounts paid in respect of the Sukuk Mudharabah, which have
been purchased and cancelled;
(2) the aggregate nominal amount and certificate numbers of the
L~
l J Sukuk Mudharabah, which have been purchased and cancelled; and
(3) that the Sukuk Mudharabah have been cancelled, as soon as
reasonably possibly (and in any event, within one (1) month) after
the end of each calendar quarter during which any such purchase

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( ." :
'I , and surrender for cancellation, payment or replacement (as the case
may be) takes place.
rr 1 3.12 Redemption
'
(a) Unless previously purchased and cancelled, the Issuer shall redeem the
Sukuk Mudharabah on the relevant Maturity Date at such redemption
.,.rt '
amount to be mutually agreed prior to the issuance of the Sukuk
Mudharabah.
r' . (b) The Issuer hereby covenants, agrees and acknowledges that the profits
generated from the Mudharabah Venture shall be shared between the Rabb
al-mal and the Mudharib in accordance with the Profit Sharing Ratio.
('
(c) The Rabb al-mal's share of profits shall be the return expected ("Expected
Return") by the Sukukholders from the Mudharabah Venture which shall
be the yield of the Sukuk Mudharabah for the period from the issuance of
the Sukuk Mudharabah up to the relevant Maturity Dates or the date of the
declaration of the Dissolution Event or the Early Redemption Date (as
defined in this Deed), as the case may be.
(d) Under the Mudharabah Venture, the Sukukholders have agreed upfront
that they shall receive profits up to the Expected Return. Any amounts in
excess of the Expected Return shall be given to the Mudharib as an
incentive fee for successfully managing the Mudharabah Venture.
F '
3.13 Early Redemption
'l J (a) The Issuer may at its option redeem all the Sukuk Mudharabah in a
specific series (in whole and not in part) before their respective maturity
·u
I,.'
subject to the Issuer providing a notice to the Trustee and the Facility
Agent not less than twenty-one (21) days and not more than sixty (60)
days before the date of redemption ("Early Redemption Date") notifying
the Trustee and the Facility Agent the Early Redemption Date and the
Tl
l '
series the Issuer wishes to redeem, which shall be at the option of the
Issuer.
I '
') I
(b) For avoidance of doubt, a series of Sukuk Mudharabah is defined as Sukuk

I ll
' \_'
Mudharabah with the same issue date and maturity date.
(c) Early redemption of the Sukuk Mudharabah shall be at such price based on
\'. , , the formula set out in Schedule 8.
3.14 Al-Kafalah Guarantee

' ',. The Sukuk Mudharabah shall be secured by the Al- Kafalah Guarantee. The
Issuer acknowledges that the Sukukholders may subscribe for the Sukuk
Mudharabah on the basis of or in full reliance on the Al-Kafalah Guarantee and
l __ __,'
accordingly, the events relating to Sunway and/or its Material Subsidiaries, as set
out in clause 8.2 herein shall constitute a Dissolution Event.
',
l
3.15 Mode of issuance
(a) The.Islamic Commercial Papers shall be issued by way of competitive
tender by the TPM or direct placement on a best effort basis without
prospectus at the option of the Issuer under FAST.
'' ;

\
f
'[' SUNWAY TREASURY SUKUK SDN. BHD.
0
" (Company No. 1088200-V)
" Sukuk Programme of up to RM2.0 Billion in
'f ) (b) The Islamic Medium Term Notes may be issued by way of book building
l
on a best effort basis or bought deal basis, all without prospectus under
FAST or by way of private placement to selected investors at an agreed
r( 1 yield between the Issuer and investors.
(c) Issuance of the Sukuk Mudharabah under the Sukuk Programme shall be
r~ ~ in accordance with:-
(1) the Participation and Operation Rules for Payments and Securities
Services issued by MyClear ("MyClear Rules"); and
,-~ \
(2) the Operational Procedures for Securities Services issued by

MyClear ("MyClear Procedures") or their replacement thereof
(collectively referred to as "MyClear Rules and MyClear Procedures")
• \ ,1 applicable from time to time .
3.16 Upsizing
(a) The Issuer may at its option, at any time and from time to time, propose to
upsize the Sukuk Programme or increase the limit of the aggregate
Nominal Value of the Sukuk Mudharabah at any one time, as set out in
clause 3.1 herein ("Up sizing of the Sukuk Programme") by providing a
'\
( . written notice to the Trustee and the Facility Agent not less than twenty-
one (21) days notifying the Trustee and the Facility Agent of such
I'.'
intention subject to the relevant approvals being obtained.
( . (b) The Issuer shall ensure that the Upsizing of the Sukuk Programme does
ij not unfairly discriminate against or is otherwise prejudicial to any of the
existing Sukukholders.
JJ (c) The Issuer shall convene a meeting of the Sukukholders pursuant to clause
29.2 of this Deed to obtain the Sukukholders' approval in respect of the
Upsizing of the Sukuk Programme. Notwithstanding any provision of this
'll ;
Deed, the voting at any meeting of the Sukukholders in respect of the
approval of the Upsizing of the Sukuk Programme shall be carried out
'l ) separately in respect of each Series. In respect of the voting of the
lJ
\_ .1
Sukukholders in relation to each Series, a special resolution shall be
required to be passed. Approvals must be obtained for each and every
Series.
(d) Upon the approvals of the Sukukholders being obtained, the Issuer shall
seek and obtain at its own cost and expense the approval of the SC and any
.
\_,
,
other approval which are necessary in respect of the Upsizing of the Sukuk
Programme.
(e) Upon receipt of such evidence satisfactory to the Trustee that all relevant
approvals in respect of the Upsizing of the Sukuk Programme have been
obtained, the Trustee shall be empowered to enter into such supplemental
deed as may be necessary to give effect to the Upsizing of the Sukuk
\..._.
Programme Provided always that no existing Sukukholder shall be unfairly
discriminated against or otherwise prejudiced.
I
\_,
iC r

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3.17 Benefits
,., I
' The Sukuk Mudharabah are entitled to the benefits of, and are subject to, the
provisions of this Deed and the other Transaction Documents.
4 Covenant for payment

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' 4.1 Covenant to pay
(a) The Issuer covenants that unless previously redeemed, purchased,
cancelled or otherwise satisfied by the Issuer, the Issuer shall:
(1) pay the Periodic Distribution (if issued with periodic distribution)
at the Profit Rate semi-annually in arrears with the first payment
(·
, '
commencing six (6) months from the Issue Date of the Islamic
,\ '
Medium Term Notes or such period to be agreed between the
Issuer and the Lead Manager and duly notified to the Trustee prior
to each issuance of the Islamic Medium Term Notes, based on
' , actual number of days elapsed over 365 days basis (actual/365);
and
(\
-' .
(2) redeem the Sukuk Mudharabah at their respective Nominal Value
'~ ,
on the relevant Maturity Dates or upon declaration of a Dissolution
Event, whichever the earlier.
:Ii (b) For the purposes of clause 4.l(a)(2) above, the Issuer undertakes to
purchase the Trust Assets from the Trustee (acting for and on behalf of the
:o Sukukholders) at the Exercise Price in accordance with the provisions of

the Purchase Undertaking. Upon the exercise of the Purchase Undertaking
and the payment of the Exercise Price, the Mudharabah Venture and the
l1
l ,
trust over the Trust Assets shall be dissolved and the Sukuk Mudharabah
shall be cancelled.
(c) In the event that any Maturity Date falls on a date that is not a Business
Day, the payment date shall be determined in accordance with the
provisions of the Rules.
4.2 Periodic Distribution payment
(a) The Periodic Distribution shall be paid on the Periodic Distribution
Payment Date.
I
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c ' (b) The frequency of the Periodic Distribution shall be on semi-annual basis
commencing six (6) months from the Issue Date or such other period of
frequency to be agreed between the Issuer and the Lead Manager prior to
l \;,
the Issue Date.
(c) The Periodic Distribution shall be calculated on the basis of the actual
number of days elapsed and 365 days basis (actual/365) and in any event
in accordance with the MyClear Rules and MyClear Procedures.
(d) In the event on the Periodic Distribution Payment Date, the income
\ -
generated from the Mudharabah Venture is insufficient to meet the
expected Periodic Distribution, the Issuer shall make advanced profit
I
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)
l

payments during the tenure of the Sukuk Mudharabah ("Advance Profit
T' i Payments") equal to such deficiency. For the avoidance of doubt, any
Advance Profit Payments made by the Issuer shall be offset against the
Exercise Price.
(e) In respect of the Sukuk Mudharabah without Periodic Distribution, the
payment of profits shall be based on the income generated from the
Mudharabah Venture which shall be distributed to the Sukukholders on a
one-off basis on the respective Maturity Date.
For the avoidance of doubt, the Islamic Commercial Papers shall be issued
without any Periodic Distribution.
4.3 Compensation (Ta'widh)
In the event of any overdue payments in respect of any amount due under the
Sukuk Mudharabah, the Issuer shall pay to the Sukukholders, the Ta'widh as
compensation in such amount or at such rate determined by the Shariah Advisory
Council of the SC from time to time.
·( . 4.4 Payments
(a) All payments made by the Issuer to the Sukukholders in respect of the
Sukuk Mudharabah shall be effected in the manner set out in the Rules and
,,
'\
shall be made in Ringgit Malaysia not later than 10.30 a.m. on the relevant
\"; day to the Facility Agent's account with BNM or such other account as the
Facility Agent may have notified to the Issuer. Every payment of money
( ;
'
on the Sukuk Mudharabah made by the Issuer to the Paying Agent in
ii accordance with the provisions of the Rules shall be in satisfaction of the
obligations of the Issuer pro tanto under this Deed and the Sukuk
lJ Mudharabah in respect of such payment and discharges the obligations of

the Issuer in respect of that payment, and the Issuer shall not be
responsible to the Trustee, the Sukukholders or to any other person in any
manner whatsoever for the payment or non-payment of such monies by the
Tl
' , Paying Agent in accordance with the provisions of the Rules.
.l : (b) All payments to the Sukukholders under this Deed shall be paid without
·. ( ,l
f set-off or counterclaim and free and clear of, and without deduction or
withholding for or on account of any present or future taxes, levies,
imposts, duties, fees, assessments or other charges of whatever nature,
unless such deduction or withholding is required by law.
(c) Where the Issuer is required to make a deduction or withholding by law
i
under clause 4.4(b), the Issuer shall:
' t
,•
(1) ensure that the deduction or withholding does not exceed the
minimum amount legally required;
L.. (2) forthwith pay to the payee such additional amount so that the net
amount received by the payee will equal the full amount which
would have been received by it had no such deduction or
'- > withholding been made;
(3) pay to the relevant taxation or other authorities, within the period
t . for payment permitted by applicable law, the full amount of the
deduction or withholding; and
i
\ >
Lee Hishammuddin Allen & Gledhill · page 20

(4) furnish to the Facility Agent, upon its request, an official receipt of
the relevant taxation or other authorities involved for all amounts
deducted or withheld as aforesaid.
!'"( l
I (d) For purposes of determining whether any deduction or withholding is
required by law, the Issuer or the Trustee or both may in their sole and
absolute discretion, inter alia, require a Sukukholder to furnish evidence
satisfactory to them (including without limitation a statutory declaration)
to show that the Sukukholder is resident in Malaysia for tax purposes.
rf •
4.5 No discharge
Notwithstanding any provisions contained herein to the contrary, the obligations
.r< ' of the Issuer in respect of the payment of the Sukuk Mudharabah shall not be
discharged until and unless all payments due to the Sukukholders have been made
in accordance with the Rules or through the Trustee in accordance with this Deed.
5 Form of the Sukuk Mudharabah

,( '
5.1 The Global Certificates
(a) In respect of every Issue Notice (unless the proposed issue is not carried
r( ',
through in the end):
\ ' (1) Islamic Commercial Paper Global Certificate(s) for the Nominal
Value of the Islamic Commercial Papers stated in or otherwise to
.I ; be issued pursuant to that Issue Notice shall be issued to represent
J
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the Islamic Commercial Papers issued thereunder; and/or
(2) Islamic Medium Term Notes Global Certificate(s) for the Nominal
'U Value of the Islamic Medium Term Notes stated in or otherwise to
be issued pursuant to that Issue Notice shall be issued to represent
II (b)
the Islamic Medium Term Notes issued thereunder.
Subject to the Rules, each Global Certificate in relation to each type of
')
, '
I
Sukuk Mudharabah in an Issue, shall reflect the amount as stated on the
(
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Issue Notice and shall have a Nominal Value of Ringgit Malaysia One
Thousand (RM1 ,000) or multiples of Ringgit Malaysia One Thousand
(RMl,000) thereafter.
,\.)
'- -
(c) An Islamic Commercial Paper Global Certificate shall be in the form set
out in Schedule 1, with such modification(s) (if any) as the Trustee may
from time to time approve.
'-;
(d) An Islamic Medium Term Note Global Certificate shall be in the form set
out in Schedule 3, with such modification (if any) as the Trustee may from
time to time approve.
'
L ,
(e) The Global Certificates shall be executed by the Issuer under the Issuer's
common seal, affixed in the manner provided by the Articles of
~'' Association for the time being of the Issuer to the satisfaction of the
Facility Agent in accordance with the Programme Agreement and the
Rules.
,__' ~
,
(f) Without affecting its obligations under clause 5.l(e) of this Deed, the
Issuer shall ensure that the Facility Agent has at all times sufficient
( ,

I
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number of uncompleted and unauthenticated Global Certificates (but
whiCh have been duly executed on behalf of the Issuer) so as to enable the
issuance of the Global Certificates in accordance with the provisions of the
Programme Agreement and the Rules.
(g) The Facility Agent shall keep a full and complete record of all
uncompleted and unauthenticated Global Certificates for the time being
held in its custody and of its issue and shall make such records available at
all reasonable times to the Issuer.
(h) A Global Certificate may be issued prior to the Issue Date but
notwithstanding such prior issue, the relevant Sukuk Mudharabah shall be
deemed issued on the Issue Date.
r·
(i) The Global Certificates shall be deposited with the Central Securities
Depository in accordance with the Rules.
(j) The Global Certificates shall be printed or typed and signed in accordance
with provisions of this Deed and have attached to them the conditions in
Schedule 6.
(k) The Issuer hereby irrevocably authorises the Facility Agent in respect of
,<
each Issue, to complete the Global Certificate up to the aggregate Nominal
r\ , Value of Sukuk Mudharabah to be issued by inserting:
(1) the Maturity Date;
(2) the Nominal Value of Sukuk Mudharabah represented by the
Global Certificate;
(3) Issue Date;
(4) the issue and serial number applicable to each Global Certificate(s);
and
(5) all other information required to be filled in,
and the Issuer irrevocably authorises the Facility Agent to, and the Facility
Agent shall, authenticate and deliver the Global Certificates to the Central
Securities Depository in accordance with the provisions of the Programme
Agreement and the Rules. ·
(1) The Facility Agent shall at least one (1) day preceding each Issue Date or
in accordance with the Rules make delivery of the completed and
authenticated Global Certificate of the relevant Issue in Kuala Lumpur by
delivering the same to the Central Securities Depository as the authorised
I
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I_, depository.
5.2 The Definitive Certificates

' .
l.-' (a) Subject to the provisions of the law, the Sukukholders may, by giving at
least thirty (30) days' prior written notice to the Trustee and the Issuer,
require the exchange of the Global Certificate for Definitive Certificates of
the same aggregate Nominal Value as the Nominal Value of the Global
Certificate if:
(1) permitted to do so under the Rules;
(2) such exchange has been approved by a Special Resolution;

11
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;f ' SUNWAY TREASURY SUKUK SDN. BHD.

'f ' (3) the Trustee deems in its sole and absolute opinion that the Central
Securities Depository is unable to perform its obligations under the
Rules;
1-f '
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(4) such exchange is in respect of all the Suk:uk Mudharabah and not
part thereof;
(5) where applicable, the consent of BNM, Central Securities
Depository or such other regulatory authority(ies) approval in
relation to such exchange has been obtained; and
(6) such exchange has been agreed between the Trustee and the Issuer.
(b) Subject to compliance with clause 5.2(a) above, if the Suk:ukholders
exercises its right to require the exchange of all the Global Certificate for
the Definitive Certificate:
(1) the Issuer shall:
(A) as soon as practicable notify the Central Securities
Depository and the Facility Agent of that fact;
(B) procure the appointment of a new depository and paying
agent for the Suk:uk Mudharabah in substitution for the
Central Securities Depository and Paying Agent; and
(C) as soon as practicable after the expiry of the thirty (30) days
period of notice prescribed by clause 5.2(a) above (but not
earlier than the date on which the new depository and
paying agent is appointed), comply with this clause 5.2 in
respect of the issuance and the delivery of the Definitive
Certificates to the new depository.
(2) the Central Securities Depository shall immediately after being so
informed, deliver the Global Certificate to the Facility Agent for
cancellation; and
(3) the Facility Agent shall:
(A) immediately upon receipt of the Global Certificate, cancel
and destroy it; and
(B) as soon as practicable after that, issue to the Issuer a letter
stating that the Global Certificate has been cancelled and
destroyed and forthwith notify the Trustee of such
cancellation.
Where the Global Certificates have been exchanged for Definitive
Certificates, in respect of every Issue Notice (unless the proposed issue is
not carried through in the end):
(1) Islamic Commercial Paper Definitive Certificate(s) for the
Nominal Value of the Islamic Commercial Papers stated in or
L-.'
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otherwise to be issued pursuant to that Issue Notice shall be issued
to represent the Islamic Commercial Papers issued thereunder; and
L . (2) Islamic Medium Term Notes Definitive Certificate(s) for the
Nominal Value of the Islamic Medium Term Notes stated in or
\ ..
\..,;

1
;r ' (Company No. 1088200-V)
i I
,f,~ \
othetwise to be issued pursuant to that Issue Notice shall be issued
i' to represent the Islamic Medium Term Notes issued thereunder.
(d) Subject to the requirements as may be imposed by BNM or any other
r\ ' regulatory authority (as the case may be) from time to time, if any, each
Definitive Certificate in relation to each type of Sukuk Mudharabah in an
Issue, shall reflect the amount as stated on the Issue Notice and shall have
rr '
\ a Nominal Value of Ringgit Malaysia One Thousand (RMl,000) or
multiples of Ringgit Malaysia One Thousand (RMl,000) thereafter, or
,(
such other denominations as the parties hereto may agree from time to
\
time.
(e) An Islamic Commercial Paper Definitive Certificate shall be in the form
f'. . set out in Schedule 2, with such modification (if any) as the Trustee may
r\ .
(f) An Islamic Medium Term Note Definitive Certificate shall be in the form
set out in Schedule 4, with such modification (if any) as the Trustee may
rf \ (g) The Definitive Certificates shall be executed by the Issuer under the
; l,,
Issuer's common seal, affixed in the manner provided by the Articles of
Association for the time being of the Issuer to the satisfaction of the
(\' Facility Agent in accordance with the Programme Agreement and the
I
l. Rules.
(h) Without prejudice to the obligations of the Issuer under clause 5.2(g) of
this Deed, the Issuer shall ensure that the Facility Agent has at all times
sufficient number of uncompleted and unauthenticated Definitive
Certificates (but which have been duly executed on behalf of the Issuer) so
'U '•.
(i)
as to enable the issuance of the Definitive Certificates.
The Facility Agent shall keep a full and complete record of all
uncompleted and unauthenticated Definitive Certificates for the time being
Tl
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held in its custody and of its issue and shall make such records available at
all reasonable times to the Issuer.
(j) The Definitive Certificates shall be printed or typed, and the terms and
conditions set out in Schedule 6 shall be attached to the Definitive
,r Certificate.
'
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(k) The Issuer hereby irrevocably authorises the Facility Agent in respect of
the issuance of the Definitive Certificates by inserting:
(1) the Maturity Date;
(2) the Issue Date;
(3) Nominal Value of the Sukuk Mudharabah represented by the
\ .
' j Definitive Certificates;
(4) the issue and serial number applicable to Definitive Certificate; and
'.
\_.,
(5) all other information required to be filled in,
and the Issuer irrevocably authorises the Facility Agent to, and the Facility
I
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l._.i
. Agent shall, authenticate and deliver the Definitive Certificates to the new
depository and paying agent.
\ "

(1) Until the Global Certificate has been exchanged for Definitive Certificates,
'\ '
I a Sukukholder shall be entitled to the same rights and benefits under this
Deed as if it were the holder of Global Certificates.
'f. (m) Interest in the Definitive Certificates is transferable in accordance with the
provisions as set out in the Rules.
r\ • (n) The Facility Agent shall, within ten (10) Business Days after the Issue
Date or the issuance of the Definitive Certificates (as the case may be),
deliver to the Issuer, the Paying Agent and the Trustee, a confirmation
<' letter specifying the aggregate N oniinal Value and types of the Sukuk
Mudharabah, the Issue Date, the Maturity Date and the serial number(s) of
the Definitive Certificate(s) completed and authenticated by it and
f. I delivered in accordance with clauses 5.2(k) and 5.3(a) of this Deed as well
as the serial number(s) of the Global Certificates (if any) that has/have
been cancelled and destroyed in accordance with the provisions of the
r .,
r, Rules.
·' .
5.3 Signature
(a) The Global Certificate and Definitive Certificates shall be signed under
common seal in accordance with the Articles of Association of the Issuer.
The Global Certificate and the Definitive Certificates shall be
authenticated by or on behalf of the Facility Agent.
i. ;'
(b) Global Certificates or Definitive Certificates executed in the manner
,.(
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•
provided in clause 5.3(a) of this Deed and authenticated in the manner
) l
provided in clause 5 .1 (k) or clause 5 .2(k) of this Deed (as the case may be)
.U shall constitute valid and binding obligations of the Issuer.
5.4 Title and ownership of Notes

(a) Title to the Sukuk Mudharabah passes on registration or as prescribed
under the Rules.
(b) Except as ordered by a court or tribunal of competent jurisdiction or as
required by law, the Issuer, the Trustee, the Paying Agent and the Central
Securities Depository may deem and treat the Sukukholders, as recorded in
the register maintained by the Central Securities Depository, as the
absolute owner thereof for all purposes and notwithstanding:
(1) the fact that the Sukuk Mudharabah is overdue;
(2) any notation of ownership or other writing on the Sukuk
Mudharabah or notice of any previous loss or theft thereof or trust
or other notice therein; or
(3) any other notice to the contrary,
l:/ and shall not under any circumstances be required to ascertain or obtain
proof of ownership.
5.5 Defaced, mutilated, stolen or destroyed certificates, etc

(a) Subject to the provisions of the CMSA, if a Global Certificate or
1 .
Definitive Certificate is mutilated, worn out, defaced, lost, destroyed or
1 l
stolen then a new Global Certificate or Definitive Certificate, as the case
I
may be, in lieu thereof, may be issu·ed by the Facility Agent upon:
I
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f
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I;.
;\ ' SUNWAY TREASURY SUKUK SDN. BHD.
I
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! (1)
proof by the relevant Sukukholders or the Central Securities
i
Depository (as the case may be), to the satisfaction of the Issuer, of
the mutilation, wearing out, defacement, loss, destruction or theft
r\ ' of the Global Certificate or Definitive Certificate, as the case may
be;
r\ (2) such indemnity by the relevant Sukukholders or the Central

Securities Depository (as the case may be), as the Issuer deems
adequate, being given to the Issuer and the Facility Agent;
r' '
l (3) the payment by the relevant Sukukholders or the Central Securities
Depository (as the case may be) of the amount of all taxes and
duties and out of pocket expenses payable on or in connection with
the issue thereof together with a further fee, not exceeding such
maximum sum as may be prescribed from time to time by any
applicable law or regulation or relevant authorities, as the Issuer
r·r '
may determine; and
(4) the surrender of any mutilated, worn out or defaced Global
Certificate or Definitive Certificate, if applicable, to the Facility
Agent.
(b) The Facility Agent shall cancel and replace any mutilated, worn out,
'!' '
defaced, lost, destroyed or stolen Global Certificate or Definitive
Certificate and shall forthwith inform the Issuer, the Paying Agent and the
Trustee of the serial number of any replacement Global Certificate or
Definitive Certificate issued, as well as the serial number(s) of the Global
Certificate(s) or Definitive Certificate(s) that has/have been cancelled
and/or destroyed, in accordance with the provisions of the Rules.
'll )
(c) Subject to clause 5.5(b) of this Deed, the Facility Agent shall complete and
authenticate such replacement Global Certificate or Definitive Certificate
and shall thereupon release and/or make such Global Certificate or
'O
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Definitive Certificate available to the Central Securities Depository or the
new depository and paying agent, as the case may be.
6 Representations and warranties

,,r ..
6.1 Representations and warranties

\."}'
The Issuer acknowledges that the Trustee has entered into this Deed, in good faith
jn full reliance on the representations and warranties by the Issuer made in the
'.·
'\... J following terms, and the Issuer now represents and warrants that:
(a) Status:
l.' ) . (1) The Issuer is a corporation duly incorporated and validly existing
under the laws of Malaysia;
(2) the Issuer has the power to own its assets and carry on its business
as it is being conducted.
(b) Non-Violation: The entry into and performance by the Issuer of, and. the
tr
transactions contemplated by, the Transaction Documents do not and will
not conflict with-
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i
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1 (1) its constitutional documents;
(2) any law or regulation applicable to it;
(3) any agreement or instrument binding upon it or any of its assets; or
(4) the provisions of the Information Memorandum.
(c) Power and Authority: The Issuer has the power to enter into, perform and
deliver, and has taken all necessary action to authorise its entry into,
performance and delivery of, the Transaction Documents to which it is a
party and the transactions contemplated by those Transaction Documents.
(d) Authorisation: All authorisations, consents, approvals, filings or
/' registration required or desirable -
(1) to enable the Issuer to lawfully enter into, exercise its rights and
comply with its obligations in the Transaction Documents to which
( .
{'
it is a party;
(2) to make the Transaction Documents to which the Issuer is a party
admissible in evidence in its jurisdiction of incorporation;
(3) for the Issuer to carry on its business, and which are material;
have been obtained or affected and are in full force and effect.
(e) No Proceedings Pending Or Threatened: No litigation, arbitration,
mediation or administrative proceedings of or before any court, arbitral
body, tribunal or agency which, if adversely determined, might reasonably
be expected to have a Material Adverse Effect have (to the best of its
knowledge and belief after due and careful enquiry) been started or
threatened against the Issuer.
(f) Appointment of Receiver, Legal Process: No steps have been taken by the
Issuer nor, to the best of its knowledge after due and careful enquiry, have
any legal proceedings been started or threatened for the dissolution,
liquidation or winding up of the Issuer or for the appointment of a receiver
or similar officer in respect of all or any part of the business or assets of
the Issuer and no demand under Section 218 (2) of the Companies Act has
been received by the Issuer.
r -
.,
(g) Binding Obligations: The obligations expressed to be assumed by the
Issuer in each Transaction Document are, subject to any general principles
of law limiting its obligations legal, valid, binding and enforceable
obligations.
(h) No default:
(1) No Dissolution Event or potential Dissolution Event is continuing
\_ ' ,' or might reasonably be expected to result from the issuance of the
Sukuk Mudharabah.
. -
(2) No other event or circumstance is outstanding which constitutes a
' J
default under any other agreement or instrument which is binding
on the Issuer or to which the Issuer's assets are subject, which
might have a Material Adverse Effect.
'
\ ,

r
i > (Company No. 1088200-V)
(i) Accounts: The Issuer's financial statements has been/ will be (as the case
may be) prepared on a basis consistently applied in accordance with the
r.
generally accepted accounting principles in Malaysia and give a true and
fl .
fair view of the results of its operations for that year and the state of its
financial affairs at that date, and in particular disclose or reserve against
such liabilities (actual or contingent) of the Issuer.
rf ~
U) No misleading information:
(1) Any factual information provided by the Issuer to the Trustee in
,. r ~
·.
writing in connection with or as required under the Transaction

;
Documents is true and accurate in all material respects as at the

date it was provided or as at the date (if any) at which it is stated .
'.r ' and is not misleading in any respect;
.' I
(2) Any financial projections provided by the Issuer to the Trustee

r'' ' have been prepared on the basis of recent historical information
and on the basis of reasonable assumptions.
f ~
(k) Changes: No event or series of events has occurred (including, without
r:
limitation, the revocation or non-renewal of any authorisations, consents,
;_,
approvals, filings or registration) which would have a Material Adverse
Effect.
6.2 Representations and warranties repeated
'! )
, I
J
The Issuer is deemed to repeat the representations and warranties referred to in
clause 6.1 of this Deed as true and correct in all respects on the date of this Deed
and on each day that there is any Outstanding Sukuk Mudharabah by reference to
the facts and circumstances then existing.
' I 6.3 Saving of Trustee's rights

(a) The Issuer acknowledges that the Trustee has entered into this Deed in
TJ
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good faith in full reliance of the Issuer's representations and warranties in
clause 6.1 of this Deed.
'i l
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(b) The Trustee's rights and remedies in relation to any misrepresentation or
breach of warranty shall not under any circumstances whether by way of
f. estoppel or otherwise be prejudiced by any investigation by or on behalf of
r'
the Trustee or by the execution or the performance of any of the
Transaction Documents or by any other act or thing which may be done by
or on behalf of the Trustee in connection with any of the Transaction
Documents or which might, apart from this clause 6.3, prejudice such
rights or remedies.
1.-'J 7 Issuer's covenants

7.1 Positive covenants
l J
c-1
Throughout the Sukuk Programme and until all its liabilities and obligations
hereunder and under the Sukuk Mudharabah have been discharged, the Issuer
t, covenants and undertakes with the Trustee the following:
'--·'
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:r, SUNWAY TREASURY SUKUK SDN. BHD.
I '
' '
' Sukuk Programme of up to RM2.0 Billion in
rf 1
I I (a) Redemption in full: The Issuer shall redeem in full all Outstanding Sukuk
Mudharabah m accordance with the terms and conditions of the
Transaction Documents;
d]
(b) Conduct of Business: The Issuer shall exercise reasonable diligence in
carrying out its business and affairs in a proper and efficient manner and in
rf 1 accordance with sound financial and commercial standards and practices
and will ensure that all necessary approvals and licenses required for it to
carry out its business are obtained.
Cc) Financial Information: The Issuer shall not later than one hundred and
' , eighty (180) days after the end of its financial year, furnish to the Trustee
one (1) copy of its annual audited financial statements and the Issuer shall
,; '
not later than one hundred and twenty (120) days after the end of each half
of its financial year furnish to the Trustee. copies of the Issuer's unaudited
interim financial statements for that half year (including consolidated
rt '
balance sheet and profit and loss account of the Issuer) together with any
other accounts, report, notice, circular, statement or other document issued
f'
by the Issuer to its members (in their capacity as such).
r·
(d) Other Information: The Issuer shall promptly provide to the Trustee any
information relating to its affairs to the extent permitted by law, as the
rf '
Trustee may from time to time reasonably require in writing in order to
l ,
' I discharge its duties as trustee under this Deed and the other Transaction
Documents.
(e) Compliance Certificate: The Issuer shall not later than one hundred and
eighty (180) days after the end of its financial year provide to the Trustee a
tl
l I
certificate signed by an authorised signatory of the Issuer relating to the
financial year prior to the relevant date, in which the certificate shall state
the following matters:-
(1) whether or not the Issuer has observed and performed all its
' I obligations, covenants, terms and conditions and all other
provisions under or pursuant to the Sukuk Mudharabah or this
Deed or the other Transaction Documents;
(2) (in reasonable detail) computations as to compliance by Sunway
with the financial covenant referred to in clause 7 .3 as at the date as
'-·'
l I
at which those financial statements were drawn up;
(3) whether or not any Dissolution Event has happened, existed or
l ,
exists, from the date the Sukuk Mudharabah were first issued and if
\.. __ J
in the affirmative to specify the details of such Dissolution Event.
(f) Preparation of Accounts: The Issuer shall keep proper books and accounts
at all times on a basis consistently applied in accordance with the laws of
Malaysia and generally accepted accounting principles and standards in
Malaysia, and will provide the Trustee and any person appointed by it (e.g.
'; auditors), to the extent permitted by law to which the Issuer is subject to,
\....J
access to such book and accounts subject to prior written notice and during
normal business hours.
(g) Paying Agent: The Issuer shall at all times maintain a Paying Agent with a
specified office in Malaysia.
I. Lee Hishammuddin Allen & Gledhill page 29

I
[1
l' i (Company No. 1088200-V)
l Sukuk Programme of up to RM2.0 Billion in
rf I (h) Compliance with Transaction Documents: The Issuer shall promptly
comply with the terms and perform and carry out all its obligations under
the Sukuk Mudharabah, this Deed and the other Transaction Documents to
rf ! which it is a party (including but not limited to redeeming the Sukuk
Mudharabah on the relevant Maturity Dates or any other date on which the
Sukuk Mudharabah are due and payable) and ensure that it shall
immediately notify the Trustee in the event the Issuer is unable to fulfill or
comply with any of the provisions of the Transaction Documents.
Immediate Notification: The Issuer shall upon becoming aware,
immediately notify the Trustee in writing of the following:-
( I) any circumstances that has occurred that would materially
prejudice it, Sunway or any security included in or created by the
Sukuk Mudharabah;
(2) any change in the utilisation of proceeds from the Sukuk
Mudharabah from that set out in the fuformation Memorandum or
the Transaction Documents;
(3) any substantial change in the nature of its business or Sunway;
(4) any change in name of Sunway;
(5) any cessation of liability of Sunway for the payment of the whole
')
' J or part of the moneys for which they are liable under the Al-
Kafalah Guarantee and any other further guarantee which may be
provided to the Trustee;
(6) any change in its withholding tax position or taxing jurisdiction;
(7) any other matter that may materially prejudice the interests of the
Sukukholders; and
(8) any amount secured or payable under the Sukuk Mudharabah
become immediately payable.
' J
(j) Notification by Paying Agent: The Issuer shall procure that the Paying
tJ
' l
Agent notifies the Trustee in the event that the Paying Agent does not
receive, in the manner provided by the Transaction Documents, the monies
payable on the due date for payment in respect of the Sukuk Mudharabah
r(' '
or any of them.
l •
(k) Dissolution Events: The Issuer shall promptly give notice to the Trustee of
the occurrence of any Dissolution Event or of such other right or remedy
t , under the terms, provisions and covenants of the Sukuk Mudharabah, this
'.J
Deed and the other Transaction Documents which shall have become
' .
d enforceable or of any potential Dissolution Event forthwith upon
l • becoming aware thereof, and it shall take all reasonable steps and/or such
other steps as may be reasonably requested by the Trustee to remedy
and/or mitigate the effect(s) of the Dissolution Event or the potential
l • Dissolution Event.
(1) Authorisations: The Issuer shall promptly:
l,
c .J
(1) obtain, comply with and do all that is necessary to maintain in full
force and effect; and

~r ' SUNWAY TREASURY SUKUK SDN. BHD.
t ' (Company No. 1088200-V)
i; Sukuk Programme of up to RM2.0 Billion in
nominal vi;tlue - Trust Deed
r! l (2) supply certified copies to the Trustee of, any authorisations,
Il ' consents, approvals, filings or registrations required to enable it to
perform its obligations under the Transaction Documents and to
rf l ensure the legality, validity, enforceability or admissibility in
l. evidence in its jurisdiction of incorporation.
1 (m) Compliance with laws: The Issuer shall comply in all respects with all
rf
laws to which it may be subject to, if failure so to comply would materially
impair its ability to perform its obligations under the Transaction
'l Documents.
" i
(n) Legal Existence: The Issuer shall do all things necessary to preserve,
renew and keep in full force and effect its legal existence and the
,, r 1
authorisations, consents and licences which are material to the conduct of

i
1
'
.
I
its business.
(o) Insurance: The Issuer shall maintain and/or cause to be maintained such
i '
insurances in respect of its assets and businesses against such risks
'' (including but not limited to third party risks and workmen's
(
r i
compensation) which a prudent company carrying on a business similar to
that of the Issuer would normally insure.
(p) Change of Business: The Issuer shall ensure and shall procure that no
r:: !
substantial change is made to the general nature of the business of the
! '
I J
1} Issuer from that carried on at the date of this Deed.
(q) Auditors: The Issuer shall appoint from time to time such auditor or firm
of auditors acceptable to the Trustee ("Auditors") and authorise such
Auditors to supply the Trustee with a certified copy of any communication
sent by the Auditor to the Issuer and further to communicate directly with
the Trustee at any time in respect of any matter connected with the
I.'
accounts and operations of the Issuer wherein the cost of which will be
borne by the Issuer.
' J (r) CMSA and SC: In addition to and without prejudice to the other
provisions of this Deed, limited so far as required by the CMSA, any other
,f l
relevant legislation and/or so far as directed by the SC of any other
\_'
lI relevant authority, the Issuer 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 affecting the ·
t'
Sukuk Mudharabah (including but not limited to the SC's Trust Deed
,,r . Guidelines and practice notes issued pursuant to Section 377(1) of the
CMSA).
(s) Proceeds of the Sukuk Mudharabah: Notwithstanding the generality of
' .
,!
any provision herein, the Issuer shall ensure that the proceeds of the
l
l ,
}
Sukuk Mudharabah shall be for Shariah- compliant purposes only and the
manner in which such funds are to be channelled to the companies within
the Sunway Group or in the manner prescribed under this Deed by the
\____.) Issuer shall be in a manner conforming to the approved Shariah principles.
7.2 Negative covenants
l '
\, __ J So long as there is any Outstanding Sukuk Mudharabah or and until full settlement
l . of the Outstanding Indebtedness, unless the prior written consent of the Trustee
'f
l,
I.
I;
has been obtained (which consent shall not be unreasonably withheld), the Issuer
r-f 1
I hereby covenants with the Trustee that:
' '
(a) Related Party Transaction: Except otherwise contemplated in or permitted
rf! '. under the Transaction Documents, the Issuer shall not enter into any
l ' transaction, whether directly or indirectly with interested persons
(including a director, major shareholder or chief executive) unless:-
rf I
(1) such transaction shall be on terms that it is no less favourable to the
l'
Issuer than those which could have been obtained in a comparable
transaction from persons who are not interested persons; and
'
l '
'
(2) with respect to transactions involving a value equal to or greater
than RMIO million, the Issuer obtains certification from an
r·r' independent adviser (a copy of which is to be furnished to the
! ; Trustee) that the transaction is carried out on fair and reasonable
terms.
1 J
PROVIDED THAT the Issuer certifies to the Trustee that the transaction
complies with paragraph (a)(l) above, that the Issuer has received the
r·
r 1 certification referred to in paragraph (a)(2) above (where applicable) and
l ' that the transaction has been approved by the majority of the board of
directors or shareholders in a general meeting as the case may require.
r 1
ri ' (b) Constitutional Documents: The Issuer shall not change its memorandum
'I
li and articles of association in a manner which would be inconsistent with
the provisions of the Transaction Documents or in a manner which would
materially and adversely affect the ability of the Issuer to perform its
\ ' obligations under the Transaction Documents.
(c) Merger: The Issuer shall not consolidate or amalgamate with, or merge
with or into or transfer all or substantially all its assets to another entity,
unless the successor entity expressly assumes the Issuer's obligations
under the Transaction Documents and after giving effect to the transaction,
no Dissolution Event has occurred and is continuing.
'-.J
(d) Invest, Acquire Shares or Debentures: The Issuer shall not invest, acquire
shares or debentures in or with any company or person (including the
~·- j creation of any subsidiary) nor acquire or purchase assets if:
,,f ,
(1) a declaration of a Dissolution Event has been made under this Deed
l J and is continuing; and'
f , (2) following such investment or acquisition, a Dissolution Event
" would occur.
i'
(e) Alteration of Paid Up: The Issuer shall not decrease or in any way
whatsoever alter (other than by way of increase) the authorised or issued
l ' capital of the Issuer whether by varying the amount, structure or value
thereof or the rights attached to thereto or convert any of its share capital
' '
' into stock or by consolidation dividing or sub-dividing all of its shares.

l;
'-·' (f) Negative Pledge: Save and except for the Permitted Security, the Issuer
' ' shall not create or permit to create or to subsist any Encumbrances over all
l'
or any part of the assets (be it present or future) belonging to itself unless
l.-. .l
the creation of such Encumbrances shall also secure the payment and
l j
r
',•
;-r-~
I'
l ;
repayment of the secured amounts in respect of the Sukuk Mudharabah on
'I 1
'- ·, J
a pari passu basis.
(g) Restriction on Transactions: The Issuer shall not and shall ensure that no
rj other member of the Sunway Group shall enter into any transaction with
j
person, firm or company or establish any exclusive purchasing or sales

agency, or enter into any transaction whereby the Issuer might pay more
than the ordinary commercial price for any purchase or might receive less
than the full commercial price (subject to normal trade discounts) for its
products.
i (h) Surrender rights: The Issuer shall not surrender, transfer, assign, relinquish
l' , I
or otherwise dispose of any of its rights and interest under the Transaction
Documents or any of them.
l';' (i) Utilisation of Proceeds: The Issuer shall not use the proceeds of the Sukuk
Mudharabah for any purpose other than for the purpose set out in the
rl !
! 1
Information Memorandum or the Transaction Documents.
( I
(j) Incur Liability: The Issuer shall not incur additional indebtedness without
rf the Trustee's prior written consent (which consent shall not be
unreasonably withheld) save and except for the Permitted Indebtedness.
I 1
(k) Subordination: The Issuer shall not incur or permit to exist any
f' I
! I indebtedness to any member of the Sunway Group, unless such
l
l I i indebtedness are subordinated to the Sukuk Mudharabah.
(1) Inter-company Transactions: Except otherwise contemplated in or
lJ
c j
permitted under the Transaction Documents, the Issuer shall not enter into
any agreement with any member of the Sunway Group save for such
agreement that is entered into:
'U
l J (1) in the ordinary course of its business;
(2) on an arms-length basis; and
~u (3) the performance of which will not have a Material Adverse Effect
on the Issuer.
'[ 1 (m) Change in Shareholding: The Issuer shall not register or permit to register
'- any change in its shareholders and their respective shareholdings in the
,1
I
Issuer.
I
l ,
LJ
7.3 Financial covenant
r! The Issuer hereby covenants with the Trustee that, so long as there are any
il
l. ___;
J Outstanding Sukuk Mudharabah and throughout the tenure of the Sukuk
Programme, Sunway shall maintain a Net Debt to Shareholders' Funds not
rl
I
exceeding 1.5 times, based on the latest available audited and consolidated
l '
l.; financial statements of Sunway at that time.
The financial covenant in this clause 7.3 shall be duly confirmed by the Issuer and
l ~ Sunway to the Trustee on a semi-annual basis through a compliance certificate
L.J
setting out the computations to be duly signed by any of its directors duly
authorised to do so.

j
l '
f'
·-fl SUNWAY TREASURY SUKUK SDN. BHD.
I : (Company No. 1088200-V)
I Sukuk Programme of up to RM2.0 Billion in
8 Dissolution Events
8.1 Dissolution Event relating to the Issuer
rf 1
Any of the following events relating to the Issuer shall constitute a Dissolution
Event:
( '
r\
(a) Failure of Payment: At any time, the Issuer fails to pay any amount due
l ' from it under any Suk:uk Mudharabah and/or any other amounts due from
~-
r ' it under any of the Transaction Documents on the due date and such
default is not remedied by the Issuer within seven (7) Business Days.
(b) Breach of Obligations: The Issuer does not comply with any provisions of
this Deed or any other Transaction Documents or under any undertaking or
l J
arrangement entered into in connection therewith· (other than a payment
obligation referred under "Failure of payment" in clause 8.1 (a) above and
rf . compliance with the financial covenant referred to in clause 7 .3 herein
'·' J and, in the case of a failure capable of being remedied, is not remedied to
the satisfaction of the Trustee within thirty (30) days after the earlier of the
I !
r,:
!
Issuer becoming aware of or having been notified in writing by the Trustee
l j
of the event or situation, or such other longer remedy period as may be
r -
agreed between the Trustee and the Issuer.
! '
r;
( J (c) Misrepresentation: Any representation or statement made or deemed to be
l.
made by the Issuer in this Deed or any other Transaction Documents or
any other document delivered by or on behalf of the Issuer under or in
connection with any Transaction Document is or proves to have been
incorrect or misleading in any material respect when made or deemed to
be made.
LJ (d) Cross-default: Any indebtedness of the Issuer becomes due and is not paid
(after the expiry of any originally applicable grace period) or is capable of
being declared due prematurely by reason of a default or a Dissolution
Event (however described).
(e) Appointment of Receiver: An encumbrancer takes possession of or a
trustee or administrator or a receiver, or liquidator (provisional or
otherwise) or officer similar to any of the foregoing is appointed in respect
of all or any part of the assets of the Issuer or distress or any form of
execution is levied or enforced upon or sued out against any such assets
L>
and is not discharged within sixty (60) days after being levied, enforced or
sued out or any security interest which may for the time being affect any
of the assets of the Issuer becomes enforceable which in the reasonable
opinion of the Trustee would have a Material Adverse Effect.
' (f) Winding Up:
l -·
(1) The Issuer convenes a meeting of its creditors or proposes or
makes or enters into any arrangement (including a scheme of
' , arrangement under Section 176 of the Companies Act) or
composition with, or any assignment for the benefit of, its creditors
(other than for the purposes of and followed by a reconstruction
previously approved in writing by the Trustee, unless during or
following such reconstruction the Issuer becomes or is declared to
!
·i
l~
r:
i
l
( '! be insolvent) or a petition is presented or a meeting is convened for

~
the purposes of considering a resolution for the winding-up of the
Issuer or a winding-up order is made against the Issuer unless such
petition is contested in good faith and set aside within thirty (30)
days (or such longer period as may be agreed by the Trustee) from
the date of service of such winding-up petition, or if a winding-up
( 1 order has been made against it or any event occurs by virtue of
which the Issuer may be dissolved pursuant to the documents
which establish the constitution of the Issuer or pursuant to which
the courts of Malaysia or any other competent court would be
','
entitled to order the dissolution of the Issuer or a moratorium is
agreed or declared in respect of or affecting all or a material part of
or a particular type of the indebtedness of the Issuer.
(g) Material Adverse Change: Any event or series of event has occurred or
which might occur and which, in the opinion of the Trustee will result in
the occurrence of a Dissolution Event or would have a Material Adverse
l ,
J Effect.
(h) Invalidity or Illegality: Any provision of the Transaction Documents is or
,, J becomes or is alleged by or on behalf of the Issuer to be, for any reason,
invalid, unenforceable or unlawful and would have a material adverse
\ ~ effect on the Issuer's ability to perform its obligations under the
i I Transaction Documents, or the Issuer purports to repudiate any provision
of the Transaction Documents.
r1
lj (i) Legal Proceedings: The Issuer fails to satisfy any judgment or order or
award exceeding RM30 million passed against it by any court or tribunal ,
of competent jurisdiction within thirty (30) Business Days and no appeal
[J against such judgment has been made to any appropriate appellate court
within the time prescribed by law or such appeal has been dismissed.
fl (j) License: There is a revocation, withholding or modification of a license,

authorization or approval that impairs or prejudices the Issuer's ability to
comply with the terms and conditions of the Transaction Documents or the
Sukuk Mudharabah or any other document relating to the issue offer or
l1 invitation in respect of the Sukuk Mudharabah.
8.2 Dissolution Event relating to Sunway and/or its Material Subsidiaries
Any of the following events relating to Sunway and/or its Material Subsidiaries !
shall constitute a Dissolution Event:
l , (a) Non-payment: There is a default by Sunway in payment of any amount
due under the Transaction Documents on the due date, or if so payable on
demand.
(b) Breach of Obligations: Sunway does not comply with any provision of the
Transaction Documents to which it is a party (other than the payment
obligation referred to in clause 8.2(a) above and compliance with the
financial covenant referred to in clause 7.3 herein) and, in the case of a
failure capable of being remedied, is not remedied to the satisfaction of the
Trustee within thirty (30) days after the earlier of Sunway becoming aware
' '
of or having been notified in writing by the Trustee of the event or

i
I'·,
fl
l i

! \'
(Company No. I 088200-V)
situation, or such other longer remedy period as may be agreed between
the Trustee and Sunway.
(c) Misrepresentation: Any representation or statement made or deemed to be
made by Sunway in the Transaction Documents to which it is a party or
any other document delivered by or on behalf of Sunway under or in
r( l connection with any Transaction Documents to which it is a party is or
proves to have been incorrect or misleading in any material respect when
'. , made or deemed to be made.
r'
(d) Cross-default: Any indebtedness of Sunway or any of the Material
Subsidiaries becomes due and is not paid (after the expiry of any originally
applicable grace period) or is capable of being declared due prematurely
by reason of a default or a Dissolution Event.
r' ; trustee or administrator or a receiver, or liquidator (provisional or
of all or any part of the assets of Sunway or any of the Material
Subsidiaries or distress or any form of execution is levied or enforced
upon or sued out against any such assets and is not discharged within sixty
(60) days after being levied, enforced or sued out or any security interest
r, l which may for the time being affect any of the assets of Sunway or any of
the Material Subsidiaries becomes enforceable which in the reasonable
I 1
u (f) Winding Up: Sunway or any of the Material Subsidiaries convenes a

meeting of its creditors or proposes or makes or enters into any
arrangement (including a scheme of arrangement under Section 176 of the
lJ Companies Act) or c9mposition with, or any assignment for the benefit of,
its creditors (other than for the purposes of and followed by a
reconstruction previously approved in writing by the Trustee, unless
'f1
.I} during or following such reconstruction Sunway or any of the Material
Subsidiaries becomes or is declared to be insolvent) or a petition is
presented or a meeting is convened for the purposes of considering a
resolution for the winding-up of Sunway and/or the Material Subsidiaries
or a winding-up order is made against Sunway and/or the Material
.( Subsidiaries unless such petition is contested in good faith and set aside
( j
within thirty (30) days (or such longer period as may be agreed by the
L.'
Trustee) from the date of service of such winding-up petition, or if a
winding-up order has been made against it or any event occurs by virtue of
which Sunway and/or the Material Subsidiaries may be dissolved pursuant
to the documents which establish the constitution of Sunway and/or the
Material Subsidiaries or pursuant to which the courts of Malaysia or any
' ,
other competent court would be entitled to order the dissolution of Sunway
L .. •
and/or the Material Subsidiaries or a moratorium is agreed or declared in

respect of or affecting all or a material part of or a particular type of the
'·, indebtedness of Sunway and/or the Material Subsidiaries.
L ·'
(g) Invalidity or Illegality: any provision of the Transaction Documents to

, which it is a party is or becomes or is alleged by or on behalf of Sunway to
l J
L.J
be, for any reason, invalid, unenforceable or unlawful and would have a
material adverse effect on Sunway's ability to perform its obligations

Il \
T' Sukuk Programme of up to RM2.0 Billion in
' nominal value - Trust Deed
'
under the Transaction Documents to which it is a party, or Sunway
'\ I
I
purports to repudiate any provision of the Transaction Documents to
which it is a party. ·
rr l (h) Legal Proceedings: Sunway or any of the Material Subsidiaries fails to
satisfy any judgment or order or award exceeding RM30 million passed
against it by any court or tribunal of competent jurisdiction within thirty
rr
\
1
(30) business days and no appeal against such judgment has been made to
' I
any appropriate appellate court within the time prescribed by law or such
appeal has been dismissed.
r' ,
8.3 Consequences of Dissolution Event
Upon the occurrence of any Dissolution Event, whether or not such event is
continuing, the Trustee may at its sole and absolute discretion, and shall if so
directed by the Sukukholders by way of Special Re.solution and subject to it being
·I
indemnified to its satisfaction by the Sukukholders, declare by notice in writing to
the Issuer that a Dissolution Event has occurred and notwithstanding the Maturity
\ ' Date stated on the Sukuk Mudharabah, and provided that the Issuer shall only be
liable to pay and/or repay the Default Outstanding Amount together with all other
amounts payable by the Issuer under the Transaction Documents and all other
sums payable to the Sukukholders under this Deed and other Transaction
,-( )
Documents, shall then become immediately due and payable.
,\.,•
Simultaneously with the .declaration of a Dissolution Event, the Trustee shall:
(a) by notice to the Issuer, the Central Securities Depository and the Paying
Agent (copied to the Facility Agent), require the Central Securities
Depository and the Paying Agent:
(1) to act only in accordance with the instructions of the Trustee in
relation to payments to be made by or on behalf of the Trustee
under this Deed on the terms and conditions of the Rules;
(2) to hold all the Sukuk Mudharabah on behalf of the Sukukholders in
accordance with the instructions of the Trustee; and
) l (3) to deliver all cancelled Sukuk Mudharabah, and all sums, records
! J and other documents in relation to the Sukuk Mudharabah to the
Trustee or as the Trustee may direct provided that such notice shall
be deemed not to apply to any documents or records which the
\_\ ..',
Central Securities Depository or the Paying Agent is obliged not to
release by any law or regulation;
'
(b) by notice in writing to the Issuer, the Central Securities Depository and the
',...._~ . ;
Paying Agent (copied to Facility Agent), require the transfer of all sums
held by the Paying Agent in respect of the Sukuk Mudharabah to or to the
.\ )
order of the Trustee and require the Issuer to make all subsequent
~ '
payments in respect of the Sukuk Mudharabah to the order of the Trustee
and not the Paying Agent, and to further require that any sums remaining
or not transferred by the Paying Agent shall be held on trust by the Trustee
' .
in favour of the Sukukholders; and
~.
(c) without further notice to the Issuer, institute such proceedings and take
such steps as it may think fit or necessary in its sole and absolute opinion,
including enforcing all or any of the rights or remedies under this Deed,
i
l;

the Sukuk Mudharabah or the other Transaction Documents to recover the
Default Outstanding Amount together with all other amounts payable by
the Issuer under the Transaction Documents.
1)
8.4 Mitigation by the Issuer
In addition to and without prejudice to any of the parties' rights under this Deed,
rf '
' upon the occurrence of any Dissolution Event, the Issuer shall take such steps as
may have been notified by the Trustee following the occurrence of such
Dissolution Event to remedy or mitigate the effect of such Dissolution Event or
do all such further acts, deeds, assurance and things as may be reasonable required
by the Trustee so that full effect may be given to the terms and conditions of this
Deed.
8.5 Concurrent Action
Notwithstanding any provision herein contained and without prejudice to the
rights of the Trustee under clauses 8.3 and 9 of this Deed, upon the occurrence of
any Dissolution Event, the Trustee shall thereafter have the right to exercise all or
any of the rights or remedies available to it whether under this Deed or under any
l \ .
other Transaction Documents or under the law or otherwise and shall be entitled
to exercise such rights or remedies, concurrently, includi_ng pursuing all rights of
_,., set off, to collect the proceeds of all assignments and to give good and valid
discharge therefor and to institute legal proceedings by way of civil suit or
' '
otherwise against the Issuer to recover all moneys due and owing to the Trustee
(\, ' and/or the Sukukholders.
c
il 1
8.6 Set-off
lJ The Issuer further hereby undertakes to the Trustee that all monies payable by the
Issuer to the Trustee under these presents shall be made without any set off,
counterclaim, deduction or withholding unless otherwise required by law in which
"[]' ,
event the Issuer shall be required to gross up for any such deduction or
withholding.
8. 7 The cumulative rights and remedies
The rights and remedies of the Trustee provided in this Deed are cumulative and
are not exclusive of any of its rights or remedies provided under any other
agreement or at law or in equity.
I
l\.~ ;'
9 Remedy for default

'--~ ) .
9.1 Trustee's right to institute proceedings
Without prejudice to any other provisions of this Deed, at any time after the
Sukuk Mudharabah become immediately due and payable under the provisions of
clause 8 of this Deed, the Trustee may, subject to the provisions of clause 9.3 of
this Deed, at its discretion and without further notice to the Issuer take steps to
·...._ __ ~
institute such proceedings as the Trustee thinks fit against the Issuer to enforce
payment of the Default Outstanding Amount together with all other amounts
l ,, payable by the Issuer under the Transaction Documents.
L,,
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l,
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9.2 Proof of default
If the Trustee takes legal proceedings against the Issuer to enforce the
performance of any provision of the Transaction Document, proof in such
proceedings that the Issuer has defaulted in paying on the due date any money
payable in respect of any Sukuk Mudharabah held by a Sukukholder shall, unless
n~ '
the contrary be proved, be sufficient evidence that the Issuer has made the same
\ default on all other Sukuk Mudharabah.
9.3 Trustee not bound to enforce unless directed by Special Resolution
r~ ,
The Trustee is not obliged or bound to take any step or action to enforce the
performance of any of the provisions of this Deed or otherwise exercise any right
power or discretion conferred upon or available to it herein unless directed to do
('
so by a Special Resolution of Sukukholders and provided always that the Trustee
has received the indemnification to its satisfaction in accordance with the
provisions of clause 9.4.
\ '
9.4 Indemnity to Trustee
_,, The Trustee is entitled to be kept fully and completely indemnified to its
satisfaction jointly by all the Sukukholders against all actions, suits, arbitrations,
mediations, proceedings, claims, fines, penalties and demands to which it may
incur, sustain, suffer or may thereby render itself liable and all costs (including all
legal costs on a solicitor-client basis and out of pocket expenses and any service
tax or similar tax payable thereon), expenses, charges, loss and damage of
whatever nature whatsoever and howsoever arising which it may incur sustain or
suffer by so doing before taking any steps to enforce the provisions of this Deed
save and except where the same is caused by reason of gross negligence and/or
wilful default of the Trustee.
9.5 Sukukholders' limited direct right of enforcement
(a) Only the Trustee may pursue the rights and remedies available under the
general law or under this Deed to enforce the rights and/or remedies of the
Sukukholders.
(b) No Sukukholder is entitled to pursue the rights and/or remedies available
under the general law or under this Deed unless the Trustee having
become bound to do so in accordance with the terms of this Deed wilfully
fails to do so without reasonable cause within thirty (30) days from the
c ' .' '
date it is bound to pursue such rights and remedies.
(c) No Sukukholder shall be entitled to require or compel the Trustee to take
any action otherwise than in accordance with this Deed or to take any
action itself which the Trustee would not be entitled to take under this
Deed.
9.6 Interests of Sukukholders several
(a) The interests of each Sukukholder are several, and the amount due to each
Sukukholder is a separate and independent debt.
(b) Subject to the provisions of clause 9.5 of this Deed, each Sukukholder has
l ' the right to protect and enforce its rights arising under this Deed and it
shall not be necessary for the remaining Sukukholders (as the case may be)

\l
1 ;
i .
( ., SUNWAY TREASURY SUKUK SDN. BHD.

; Sukuk Programme of up to RM2.0 Billion in
' .
to be joined as an additional party in any proceedings for the purpose of
this clause 9.6 of this Deed.
10 Application of moneys
r,- "
All moneys received by the Trustee in respect of the Sukuk Mudharabah after the
occurrence of a Dissolution Event, shall be held by the Trustee upon trust to apply
such moneys:
rr
(a) firstly, in paying or providing for the payment or satisfaction of all taxes
and levies due and payable to the government or any relevant authority in
Malaysia in respect of the Sukuk Mudharabah;
(b) secondly, in paying or providing for the payment or satisfaction of the
costs, charges (including charges for the extraordinary services), expenses
and liabilities incurred by the Trustee in or about the execution of the trust
herein created (including legal fees on a solicitor-client basis, the
remuneration of the Trustee, the Central Securities Depository, the Paying
Agent and any other agent appointed under this Deed or any other
Transaction Documents and all sums due to the Trustee under the
indemnity referred to in clause 9 .4 or 21 of this Deed);
(c) thirdly, in or towards payment pari passu to Sukukholders in proportion to
\ ; the amounts owing to them in respect of all Nominal Value due in respect
of the Sukuk Mudharabah held by them respectively; and
) I
(d) finally, in paying the surplus (if any) of such moneys to the Issuer or such
J! other person for the time being entitled thereto.
11 Trustee's Reimbursement Account

11.1 Trustee's Reimbursement Account
(a) The Issuer shall open and maintain a "Trustee's Reimbursement Account"
·\ ) in which a sum of RM30,000.00 from the monies received by the Issuer
I
\;
I
from the Issue Date shall be deposited therein.
(b) The Trustee's Reimbursement Account shall be solely operated by the
TrusteeI at all times and the monies shall only be used strictly by the
I
\ \ 1'
Trustee in carrying out its duties in relation to the occurrence of a
Dissolution Event in the manner as provided in this Deed.
(c) The sum of RM30,000.00 in the Trustee's Reimbursement Account shall
be maintained at all times throughout the tenure of the Sukuk Programme
by further remittance thereto by the Issuer notwithstanding that a
Dissolution Event has been declared in accordance with the provisions
herein.
(d) The Trustee shall have full discretion to invest such monies standing to the
\ ___ ,
credit of the Trustee's Reimbursement Account in Permitted Investments.
I
11.2 Investment of funds in the Trustee's Reimbursement Account
l .
(a) The monies in the Trustee's Reimbursement Account may be invested in

Permitted Investments. Funds invested in such Permitted Investments and

rl
(Company No. 1088200-V) .
income received from such Permitted Investments shall be remitted into
the Trustee's Reimbursement Accountin a timely manner.
(b) Immediately after the last maturity date of the Sukuk Mudharabah and
after payment obligations under the Sukuk Mudharabah have been fully
settled, the Trustee's Reimbursement Account shall be closed and any
credit balance shall be transferred to the Issuer.
,, ' 12 Notice of payment by Trustee

In the event that payment of the Sukuk Mudharabah is not made through the
Paying Agent but through the Trustee, the Trustee shall give at least twenty one
•/ '
(21) days' prior notice to Sukukholders of the day and place fixed for payment to
Sukukholders of any moneys due to them from the Trustee.
13 Payment to Sukukholders
Paying Agent but through the Trustee:
,( .
(a) the payment by the Issuer to the Trustee of the Nominal Value and
Periodic Distribution on the Sukuk Mudharabah, if applicable, shall be a
.l' good discharge to the Issuer; and
(b) the payment by cheque by the Trustee to a Sukukholder or such other
·1 .
·.. l manner as the Trustee may decide in its discretion, of the Nominal Value
of the Sukuk Mudharabafi and Periodic Distribution on the Sukuk
Mudharabah, if applicable, shall be a good discharge to the Trustee.
11
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14 Deemed payment of unclaimed redemption moneys
14.1 Deemed payment
;f ~
L .
Paying Agent and the Sukukholder of the Sukuk Mudharabah which the Issuer is
ready to pay off or satisfy fails to claim or accept the redemption·moneys due to
that Sukukholder within thirty (30) days after the due date for redemption of such
Sukuk Mudharabah, the Issuer shall at the request of tlie Trustee be at liberty to
deposit with a bank in the trust account name of the Trustee or pay to the Trustee
the amount due to that Sukukholder and upon such deposit or payment being
made, the relevant Sukuk Mudharabah shall be deemed to have been paid off or
satisfied by the Issuer in accordance with the provisions hereof.
~·.
14.2 Unclaimed moneys
The Trustee shall deal with any money deposited or paid in accordance with
clause 14.l of this Deed in accordance with the Unclaimed Moneys Act, 1965.
'·.
'--- ~
The obligations of the Trustee in respect of any such moneys ceases upon the
payment of such moneys to the Consolidated Trust Account in accordance with
the provisions of the Unclaimed Moneys Act, 1965.
I '
'-··'
l' .

f1
\ ' 0

t (CompanyNo. 1088200-V)
i 'I~. 15 Proscription
Claims in respect of a Sukuk Mudharabah shall be deemed to have been
" , abandoned and shall become void unless made within six (6) years from the·
Maturity Date of that Sukuk Mudharabah, or, if the Issuer does not make the
funds necessary to make such payment available on the due date, then within a
r~ , period of six (6) years from the date on which such funds are so made available
and the Paying Agent gives notice thereof to the Sukukholders in accordance with
the provisions of this Deed or the Rules, whichever is later.
" '
16 Confidential information
r( ,
16.1 Duty to keep confidential

Subject to Clause 16.2 below, the Trustee shall keep all information provided by
the Issuer, the Auditors, any Director or the Issuer's agent, servants or employees
to the Trustee under this Deed as strictly confidential and shall not permit any of
its officers, employees, servants, directors to use, disclose, reproduce, distribute or
circulate such confidential information' without the prior written consent of the
Issuer.
,( '
16.2 Exceptions
The obligations of the Trustee under this clause 16 do not extend to:
·'I . (a) the use, disclosure, reproduction, distribution or circulation of such
.I) : information or documents by the Trustee to:
(1) a Sukukholder upon the Sukukholder's request;
11 (2) any third party professionals selected by the Trustee for
confidential use in connection with the Sukuk Mudharahah or any
Transaction Document; or
JJ (3) Sukukholders, investors who fall within Schedules 6 and 7 of the
1f ~
CMSA and the Rating Agency in respect of accounts, report,
I, notice, statement or circular received by the Trustee under clause
~'I. '_}
7.1 (c) herein;
and the Trustee shall not under any circumstances be liable to the Issuer or
'... ' J'
to any parties for furnishing such information or documents; and !
(b) any information which the Trustee establishes (by documentary proof if so
required by the Issuer):
~.
l , j
(1) the Trustee had access to or was in possession of before the Issuer
disclosed it to the Trustee, and which the Trustee did not acquire
c ' ' directly or indirectly from the Issuer or from any person who owed
an obligation of confidence to the Issuer;
(2) is, or has become, part of the public domain, otherwise than
'
through a breach of this Deed;
(3) after disclosure by the Issuer to the Trustee, is received in good
'
'-·-'
. faith by the Trustee from a person not in breach of an obligation of
confidence owed by the person to the Issuer;
' '
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\ '

(4) the Trustee is required by law or by an order of a court or tribunal
of competent jurisdiction or permitted by this Deed to disclose.
"( :
17 Remuneration of Trustee
··( ' 17.1 Fee

I
The Issuer shall pay to the Trustee by way of remuneration for its services as
trustee an annual fee as set out in the Trustee's mandate letter dated 28 May 2014.
17.2 Calculation and payment of annual fee
The annual fee payable in advance to the Trustee accrues from day to day from
the date of this Deed and is payable in advance until the trusts under this Deed are
finally wound up. Such annual fee shall be paid yearly in advance by the Issuer,
the first payment of which is to be made before the Conditions Precedent Date or
' '
" the date of this Trust Deed, whichever is earlier and thereafter on or before every
anniversary date of this Deed.
17.3 Remuneration for extraordinary services
If the Trustee is required or deems it necessary in the performance of its duties as
/ '
trustee to undertake any extraordinary services (in particular following the
occurrence of a Dissolution Event and/or the provision of services not specifically
set out in the Trustee's mandate letter), the Trustee is entitled to charge for the
extraordinary services either on a time cost basis or on such other basis as may be
mutually -agreed in writing between the Issuer and the Trustee. For avoidance of
doubt, all services rendered by the Trustee in the performance of its duties in
accordance with the provisions of this Deed after the occurrence of a Dissolution
'U
'1
Event shall be deemed and be treated as extraordinary services. In the event that:
(a) the Trustee and the Issuer fail to agree on whether any service provided or
lJ
', (b)
to be provided by the Trustee constitutes extraordinary service; or
the Trustee and the Issuer fail to agree on the amount of such additional
remuneration,
such matter shall be determined by a trust corporation as defined in the Trustee
Act, 1949 or investment bankers (acting as an expert and not as an arbitrator)
selected by the Trustee and approved by the Issuer or, failing such approval, then
to be determined by an arbitrator selected (on the application by the Trustee) by
the Kuala Lumpur Regional Centre for Arbitration. The Issuer shall pay the fees
and expenses involved in such selection, failing which the Sukukholders shall
bear all such said fees and expenses involved and the same shall thereafter be
recoverable by the Trustee against the Issuer together with interest at the rate of
eight percent (8%) per annum from the date of such payment by the Sukukholders
to the date of full realisation as part of its claim whether by way of damages or
otherwise. The determination of such trust corporation or investment bankers or
the arbitrator (as the case may be) shall be final and binding on the Trustee and
the Issuer who shall be deemed to have abandoned any right to challenge any such
determination or any aspect or part thereof in any legal or arbitration proceedings.
l '

1
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I 17.4 Reimbursement of expenses
In addition to remuneration under this Deed, the Issuer shall on written request of
!('
the Trustee, promptly pay all costs (including legal costs on a solicitor-client
I
basis), charges and expenses including professional fees and travelling expenses
which the Trustee may incur in relation to the preparation and execution of this
Deed and the exercise of the powers of the execution of the trusts vested in it by
or pursuant to this Deed.
18 Powers and duties of Trustee

18.1 Trustee's powers
The Trustee has all the powers conferred on trustees by the Trustees Act, 1949
and the CMSA and by way of supplement thereto the Trustee:
(~
(a) is entitled to act in good faith in reliance on the opinion or advice of or

information obtained from any qualified lawyer, valuer, surveyor, broker,
banker, auctioneer, accountant or other experts, whether obtained by the
< Trustee or the Issuer, without being liable or responsible for any loss or
,\
damage of whatever nature whatsoever and howsoever occasioned by or
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otherwise attributable to so acting provided that the Trustee has not acted
fraudulently,. gross negligently or in wilful default, as long as such opinion
l
' or advice shall fall within the expertise of the relevant expert(s) and is
r) l given in writing (after the expert has been provided with any supporting
J1 information reasonably necessary or reasonably requested by the expert to
form the opinion or give the advice) to the Trustee and the Issuer, without
any disclaimer or qualification, the Trustee shall not under any
~o circumstances be liable or responsible for acting in good faith on any
opinion or advice, purporting to be so conveyed;
'[]
\..;
(b) in respect of all the powers, trusts, authorities and discretion vested in it in
any Transaction Document, has absolute and uncontrolled discretion as to
the exercise or non-exercise thereof and provided that it has acted honestly
IJ } and reasonably shall be in no way liable or responsible for any loss, cost,
\ ..~ IJ damage, expense or inconvenience of whatever nature whatsoever which
may result from or is otherwise attributable to the exercise or non-exercise
I
thereof and, in particular, the Trustee is not bound to act whether at the
\.~ } request or direction of the Sukukholders or otherwise under the provisions
/
contained in this Deed unless it is first fully and completely indemnified to
its satisfaction by the Sukukholders in accordance with the provisions of
clause 9.4;
(c) as between itself and Sukukholders and all persons claiming through them,
has full power to determine all questions and doubts arising in relation to
any of the provisions of the Transaction Documents and every
determination, whether made upon a question or doubt actually raised or
implied in the acts or proceedings of the Trustee, shall be conclusive and
binding on such persons;
I
i,
(d) is not liable or responsible for acting upon any resolution purporting to
have been passed at any meeting of Sukukholders in respect whereof
minutes have been made and signed;
l.

I',·
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(e) except as provided in clause 9.2 of this Deed, is not bound to take any step
I I whatsoever to enquire or ascertain or satisfy itself whether any Dissolution
Event has occurred, and until it has actual knowledge or has received
"I . express written notice to the contrary, the Trustee is entitled, without
inquiry, to assume that no such event has happened;
(f) is at liberty to accept a certificate signed by any two (2) Directors and is
not bound to call for any or any further evidence, and is not liable or
responsible for any loss or damage of whatever nature whatsoever that
may be occasioned by or otherwise attributable to acting on any such
certificate:
(1) as to any fact or matter prima facie within the knowledge of the
r' Issuer which the Trustee may in the exercise of any trusts, powers
or provisions of this Deed require to be satisfied or to have
information, as sufficient evidence of such fact or matter; or
,..- \
(2) to the effect that in the opinion of those Directors any particular
·' . dealing, transaction, act or thing is necessary or expedient, as
sufficient evidence of the necessity or expediency of such dealing,
transaction, act or things;
·' .
(g) is not liable or responsible for any loss, cost, damage, expense or
inconvenience of whatever nature whatsoever which may result from or is
l •
otherwise attributable to anything done or omitted to be done by it unless it
fails to show the degree of care and diligence required of it as a trustee
having regard to the provisions of the Transaction Documents;
(h) is not responsible for the receipt or application of the proceeds of the
issuance of any Sukuk Mudharabah by the Issuer nor for the delivery of
the Global Certificate to the Central Securities Depository;
(i) is authorised to sign and accept the Transaction Documents (excluding the
Programme Agreement) on behalf of all Sukukholders, and the
Sukukholders shall be bound by the provisions of all such documents;
(j) in connection with the exercise of the duties, trusts, powers, authorities
and discretions vested in it by this Deed or the Rules and by general law, is
entitled not to have regard to the consequences of such. exercise for
individual Sukukholders resulting from their being for any purpose
domiciled
I
or resident in, or otherwise connected with, or subject to the
l
' .I
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jurisdiction of, any particular territory; and
(k) subject to clause 18.2 of this Deed, in respect of any consent, approval,
discretion, determination or opinion of the Trustee which is required or
whiCh may be given, exercised or made under any Transaction Document,
is entitled to give, exercise or make such consent, approval, discretion,
determination or opinion on such terms and subject to such conditions (if
any) and on such basis as the Trustee in its absolute discretion thinks fit.
No term shall be implied which has the effect of restricting limiting or
'-
.
' j '' qualifying in any way the manner of exercise of such discretion or power
by the Trustee, and any exercise of such discretion or power by the Trustee
shall be deemed to be made honestly, in good faith, reasonably and not
L._J
' . capricious or arbitrary.
''
11 \ .

18.2 Trustee's duties
The Trustee shall:
rr '
I (a) comply and perform all of its duties in accordance with the provisions of
this Deed, the CMSA or otherwise as required in equity or by law;
(b) subject and without prejudice to the provisions contained in clause 18.1 (f)
or clause 18.6 of this Deed, exercise reasonable diligence to ascertain,
based on the accounts, reports, certificates, circulars or opinions furnished
ff ' to the Trustee, whether the Issuer has committed any breach of the terms
and conditions of any Transaction Document or whether a Dissolution
Event has occurred or is continuing;
(c) where a Dissolution Event has occurred and is continuing, and provided
always that it elects to or is lawfully directed by the Sukukholders or is
required by any legislation or law to exercise any right or power vested in
,.- '
the Trustee by the Transaction Documents or any legislation or law, to
I exercise and use a reasonable degree of skill and diligence in exercising
such rights and powers;
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~ \_ ' ,
(d) notwithstanding anything to the contrary in this Deed, but subject always
to the provisions of clause 9 .4 of this Deed, act in accordance with Special
r\ : Resolutions of the Sukukholders but in the absence of such instructions the
,.i'· Trustee may act as it deems fit in the best interest of the Sukukholders. For
the avoidance of doubt, the Trustee does not owe any duty or duty of care
to act in the interests of or for the benefit of the Issuer in any matter arising
~l i
1
from or in relation to this Deed and/or the Transaction Documents; and

(e) provide such necessary information to the Rating Agency upon its
11 reasonable inquiry over the occurrence of the following events in respect

of the Sukuk Mudharabah:
(1) declaration of the Dissolution Event by the Trustee in accordance
'O
'I
with this Deed; and
(2) material breach of this Deed, which has been communicated by the
ll ; Trustee to the Sukukholders, unless such breach would be or have
~- .' _,
been remedied by the Issuer to the satisfaction of the Trustee.
('\
18.3 Exemption and indemnity not applicable
c
I
,'
Nothing contained in this Deed shall, in any case in which the Trustee has failed
to show the degree of care and diligence required of it as a trustee having regard
l'
to the provisions of this Deed (save where the Trustee shall have acted upon the
•. I
instructions of the Sukukholders which are not contrary to any applicable written
r·, '
law in which case it shall be exempted from this duty of care), relieve or exempt
I.
the Trustee from or indemnify it against any liability which by virtue of any rule
L.J
or law would otherwise attach to it in respect of any breach of trust or for failure
to show a degree of care and diligence required of it as a trustee in relation to its
' .
duties under this Deed or the relevant Transaction Documents.
'·,
18.4 Interests of Sukukholders
l
\._._i.
' In considering the interests of the Sukukholders, the Trustee, without being
obliged so to do, may have regard to any information provided to it by the Central
l.
~-J

'I' SUNWAY TREASURY SUKUK SDN. BHD.
;
'' (CompanyNo. 1088200-V)
' Sukuk Programme of up to RM2.0 Billion in
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! I Securities Depository as to the identity (either individually or by category) of the
Sukukholders.
18.5 Information supplied by Issuer
The Trustee owes no duty or duty of care in respect of, and accepts no liability or
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responsibility for the accuracy in any respect or completeness of any information
\ I
in the Information Memorandum or any other information supplied by the Issuer

or any other person in connection with, or for the legality, validity, effectiveness,
adequacy or enforceability of the Transaction Documents and shall not be liable
or responsible for any loss or damage of whatever nature to any Sukukholder,
howsoever caused, as a result of or otherwise attributable to such information
r'.'
being incorrect or misleading in any respect or having omitted any material
information.
18.6 Sukukholders responsible for own credit evaluation
,, ' I
Each Sukukholder is solely responsible for making its own independent appraisal
of and investigations into the financial condition, creditworthiness, condition,
l\' ' affairs, status and nature of the Issuer. As between each Sukukholder and the
\ '
Trustee, unless provided in clause 18.2 of this Deed, each Sukukholder is not
entitled to rely on the Trustee to:
,,' '
(a) check or enquire on its behalf into the adequacy, accuracy or completeness
of any information provided by the Issuer or any other person in
connection with, or for the legality, validity, effectiveness, adequacy or
enforceability of the Transaction Documents (whether or not such
information has been or is hereafter circulated to such Sukukholder by the
Trustee);
(b) check or enquire on its behalf into the adequacy, accuracy or completeness
of any communication delivered to it in relation to any legal or other
opinions, reports, valuations, certificates, appraisals or other documents
delivered or made or required to be delivered or made in connection with
the Transaction Documents whether before, on or after the date of this
Deed;
(c) · check or enquire on its behalf into the due execution, delivery, validity,
' '
legality, adequacy, suitability, performance, enforceability or admissibility
!)
I
in evidence of the Transaction pocuments or any obligations imposed
\ '
'-) thereby or assumed thereunder; or
(d) assess or keep under review on its behalf the financial condition,
'1,. __ j
creditworthiness, condition, affairs, status or nature of the Issuer.
18.7 Trustee may refrain to act in certain circumstances
L~
' ' Notwithstanding anything else contained in this Deed, the Trustee may refrain
from doing anything which would or might in its sole and absolute opinion be
contrary to any relevant law of any jurisdiction or any relevant directive or
regulation of any governmental or regulatory or statutory authority or agency or
which would or might otherwise render it liable to any person, and may do
i anything which is, in its sole and absolute opinion, necessary to comply with any
l '
·~. _J such law, directive or regulation.
t,

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l '
! SUNWAY TREASURY SUKUK SDN. BHD.
f' (Company No. 1088200-V)
-[ l 18.8 Enforceability of Transaction Documents
I! I'
Subject to the provisions of clause 18.2 of this Deed, the Trustee shall not be
liable for any failure to:
rf 1
' (a) obtain any licence, consent or other authority for the execution, delivery,
validity, legality, adequacy, performance, enforceability or admissibility in
evidence of the Transaction Documents;
effect or procure registration of or otherwise protect the Transaction
Documents by registering the same under any applicable registration laws
in any place or territory; and
require any further assurances in relation to the Transaction Documents.
,'
19 Trustee may act through responsible officers
"' ''
The Trustee may, in the execution and exercise of all or any of the trusts, powers
and discretion vested in it by any Transaction Documents, act by responsible
officers of the Trustee and the Trustee may also whenever it thinks fit in its sole
and absolute opinion delegate any power of attorney or otherwise to any person or
persons or fluctuating body of persons of all or any of the trusts, powers and
( '
discretion vested in it by this Deed and such delegation may be made upon and
'! subject to such regulations, terms and/or conditions including power to sub-
delegate as the Trustee may think fit.
20 Continued validity of Trustee's powers

Notwithstanding that the maturity of the Sukuk Mudharabah as provided in this
~D Deed may have the effect of determining this Deed by way of effluxion of time,
all the provisions relating to the powers of the Trustee shall continue to remain
valid and effective for so long as may be necessary to give effect to each and
'Li
\. J
every part thereof until payment in full of the relevant moneys payable on the
Sukuk Mudharabah.
21 General indemnity of Trustee

I Without prejudice to any right of indemnity by law giv,en to trustees and subject
' _; '
~.
to the provisions of clause 18.3 of this Deed, the Is'suer shall indemnify the
( ' Trustee to its satisfaction in priority to any payment to the Sukukholders against
':
' ;
any and all liabilities, costs and expenses (including legal costs on a solicitor-
\..J
client basis and any out of pocket expenses together with any service tax or
similar tax payable thereon on such costs and expenses) which the Trustee incurs
' '
or may incur in connection with:
\..I
(a) the preparation, negotiation, execution and delivery of the Transaction

I
Documents to which it is a party;
'·'
..... J
(b) any stamping or registration of the Transaction Documents to which it is a
party;
(c) any actual or proposed amendment of or waiver or consent under or in
connection with any Transaction Document to which it is a party;
l,
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II f-1
··r; (Company No. 1088200-V)
I
' J
(d) any discharge or release of any Transaction Document to which it is a
rr l party;
l '
(e) the preservation or exercise (or attempted preservation or exercise) of any

n1 rights and/or remedies under or in connection with and the enforcement (or
'
attempted enforcement) of any Transaction Document to which it is a
party;
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I
(f) dealing with or obtaining advice about any other matter or question arising
,• .
out of or in connection wi,th the Transaction Documents to which it is a
party; and
(g) all actions, suits, arbitrations, proceedings, costs (including legal costs on a
solicitor-client basis), expenses, claims and demands, loss and damage of
r' , ,
whatever nature whatsoever and howsoever caused or arising in respect of
any matter or thing done or omitted in any way relating to the Transaction
Documents to which it is a party.
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22 Modification of this Deed
(\
,, . 22.1 Modification by Trustee

''
(a) The Trustee may, at any time without prior notice or consent of the
Sukukholders, concur with the Issuer in making any modification to this
Deed if the Trustee is of the opinion that such modification:
(1) is not materially prejudicial to the interest of the Sukukholders;
(2) is necessary to correct a manifest error;
(3) should be made to render that this Deed or any other Transaction
'Li
' '
Documents complies with or to be made consistent with the with
the Operational Procedures for RENTAS and Operational
Procedures for Securities Services or other guidelines applicable to
:u the ICPs/IMTNs or provisions of the laws of Malaysia or any
governmental or regulatory or statutory guidelines to which the
·r I Issuer or the Trustee is subject; or
J. 1
is of a minor or technical nature or administrative nature.
(b) The Trustee shall notify the Sukukholders in the manner provided in this
i
'
\..! '
Deed of any modification to this Deed or any other Transaction
Documents (as notified to the Trustee) under the provisions contained in
.,r; ,
this Deed as soon as practicable. All such modification(s) shall be binding
\
\...!
i upon the Sukukholders.
~·,, 23 Authorisation and waiver of breaches

23.1 Trustee's right to waive breaches
The Trustee may, without .notice to or the consent of the Sukukholders and
without prejudice to its rights and/or remedies in respect of any subsequent
breach of any provisions, terms or conditions of any Transaction Document, from
l.
L~
time to time and at any time authorise or waive (on such terms and conditions as
the Trustee deems fit) any breach or proposed breach by the Issuer of any
Lee Hishammuddin Allen & Gledhill page49

I '
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-r 1 provision of any Transaction Document or determine that any Dissolution Event
I
~ ; shall not be treated as such if it is authorised to do so by a Special Resolution of
the Sukukholders.
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' 23.2 Restrictions on Trustee's powers to waive breaches

The Trustee shall not exercise any power conferred on it by clause 23.1 of this
rf '
Deed in contravention of any express direction given by Special Resolution (not
!. being a direction inconsistent with any of the express terms and conditions of this
Deed or any applicable law) but no such direction shall affect any such
r[ i
authorisation or waiver previously given or made. ·
23.3 Exercise of Trustee's power
1
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In exercising any power conferred on it by clause 23.1 of this Deed the Trustee is
not bound to have regard to the past or then current market price of the Sukuk
r~ i
Mudharabah and such authorisation or waiver shall be binding upon all
'l
Sukukholders without the sanction of the Sukukholders and the Trustee shall
'
notify the Sukukholders of such authorisation or waiver as soon as practicable
'!
f' thereafter in the manner provided in this Deed.
\.{ ..
, ·
1
24 Trustee contracting with Issuer
!' Subject always to the provisions of section 260 of the CMSA, the Trustee and any
director or officer of any corporation being the Trustee shall not, by reason of
'!tJ 1 such fiduciary position, be in any way precluded from:
(a) making advances to the Issuer or any corporation related to the Issuer on
such terms as may be agreed;
(b) making any contract or entering into any financial or other transaction in
the ordinary course of business with the Issuer or any corporation related
to the Issuer including, without prejudice to the generality of this Deed,
any contract or transaction in relation to insurance of any kind or the
purchase, placement, underwriting, subscription, or procuring of
subscriptions for or otherwise from acquiring, holding or dealing with the
'
'f ! j Sukuk Mudharabah or any other stocks, bonds, shares, debentures,
r . debentures stock, notes or other securities of the Issuer or any corporation
;,
related to the Issuer;
'
' J
' J
(c) participating in any commission payable in respect of the purchase of the
'f
' . Sukuk Mudharabah or any part thereof;
\.. J ' ' and Trustee is not obliged to account to the Sukukholders for any profit,
commission, remuneration or benefit or interest legal equitable or otherwise
r!
resulting from or otherwise attributable to any such contract, transaction or office.
l J
25 Reorganisation of Issuer
' j
25.1 Exchange in the event of reorganisation
i'
(a) Notwithstanding any provision in this Deed, if the Issuer desires to
reorganise, reconstitute or merge into any other company, corporation,
trust or other body (whether in the same or any other jurisdiction) and the
l ,

'r i (Company No. 1088200-V)
l ! i
I . nominal value - Trust Deed
Trustee is satisfied that the plan of reorganisation, reconstitution or merger
1 -r 1 is such that the interests of Sukukholders would not be materially and
! :
' adversely affected, the Issuer may, subject to the approval of a Special
Resolution of Sukukholders, exchange the Sukukholders' holdings of the
Sukuk Mudharabah for equivalent holdings of a comparable security of the
Issuer or of any company, corporation, trust or other body into or with
r[ l
which the Issuer is reorganised, reconstituted or merged (the Issuer,
'
I
corporation, trust or other body being hereinafter referred to as Issuer's
I 1
Successor).
r'~ ': (b) The comparable securities issued on any such exchange shall inter alia:
i
I •
(1) be denominated in such a currency as the Trustee may approve; and
r~ i (2) be no less favourable to the Sukukholders in any material respect.
' '
25.2 Consequences of exchange
r: ;'' After any exchange referred to in clause 25.1 of this Deed, references in the
I , Transaction Documents to the Sukuk Mudharabah shall be construed as
''
references to the comparable securities for which the Sukuk Mudharabah have
rf 1
been exchanged and references in the Transaction Documents to the Issuer shall
l' be construed as references to Issuer's Successor issuing such comparable
securities.
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26 Reorganisation of Trustee
'[ J If the Trustee desires to reorganise, reconstitute or merge into any other company,
'j
corporation, trust or other body (whether in the same or any other jurisdiction),
n
' i
the Issuer shall either:
(a) appoint the company, corporation, trust or other body into or with which
the Trustee is reorganised, reconstituted or merged as the new trustee; or
n
'" J
(b) appoint a new trustee in accordance with the provisions of clause 27.3 and
clause 28 of this Deed.
' I
27 Retirement and removal ofTrustee
I 27 .1 Retirement of trustee
l '
Subject always to the provisions of section 261 of the CMSA, the Trustee may
f '
'I retire at any time by giving not less than three (3) months' notice in writing to the
'
Li
I ' Issuer or such shorter period as the Issuer may agree without assigning any reason
and without being responsible for any cost or loss or damage of whatever nature
' '
'i whatsoever and howsoever occasioned by such retirement.
i j
'l.. __ J
27 .2 Removal of trustee
(a) The Sukukholders may, by Special Resolution, at any time by giving not
l J
less than three (3) months' notice to the Trustee and the Issuer, remove the
I . Trustee and nominate and appoint a new trustee in its place. In the event
" the Sukukholders giving notice under this clause, the Issuer shall effect the
l,
appointment of the new trustee so nominated and appointed by the
'
l ,
l '
T' SUNWAY TREASURY SUKUK SDN. BHD.
1 (Company No. 1088200-V)
I. Sukuk Programme of up to RM2.0 Billion in
~r i Sukukholders or in the absence of such nomination by the Sukukholders
I
i ; appoint a new trustee before the expiry of the notice provided always that
no removal of the Trustee as aforesaid shall have effect until a trustee
'f 1 corporation shall have been appointed in place of the retiring Trustee and
!
has taken office as such.
rf 1 (b) The Issuer may, with the prior consent of the Sukukholders by way of a
! Special Resolution, at any time by giving not less than three (3) months'
l :
notice in writing to the Trustee, remove the Trustee.
rr 1
! . (c) Upon the removal of the Trustee in accordance with Clauses 27.2(a) or (b)
I
,l ,. above as the case may be, neither the Sukukholders nor the Issuer shall
have any or any further claims whether known or unknown of whatever
rf i
nature whatsoever against the Trustee save except for any antecedent
breach under the Transaction Documents.
27.3 Appointment of new trustee in the event of retirement or removal of
l ' trustee
Subject to clause 28.l of this Deed:
i ' (a) in the event the Trustee gives a notice under clause 27.l of this Deed, the
Issuer shall, no later than the expiry of the said notice or such extended
rf I time as may be agreed between the Issuer and the Trustee, use its best
J,l endeavours to effect the appointment of a new trustee; and
(b) in the event the Trustee is removed in accordance with clause 27.2 of this
Deed, the Issuer shall, no later than the expiry of the said notice or such
extended time as may be agreed between the Issuer and the Sukukholders,
use its best endeavours to effect the appointment of a new trustee
nominated by the Sukukholders by way of a Special Resolution.
27.4 No retirement or removal until new trustee appointed
n
'J
The retirement or removal of the Trustee shall not take effect until a company or
corporation which is qualified for appointment and to act as a trustee under
section 260 of the CMSA is appointed a trustee hereof and has taken office as the
new trustee.
28 Appointment of new, separate or co-trustee

,f ' 28.1 Appointment of new trustee by trustee
!
l
c ,
j Subject to clause 27.3(b) of this Deed and the provisions of section 262 of the
I ,
CMSA, the statutory power of appointing new trustee of this Deed is vested in the
~I
Issuer, but the removal of an existing trustee and the appointment of a new trustee
l
l_ __ /
,
(not being a co-trustee in accordance with clause 28.4 of this Deed) shall be
approved by a Special Resolution.
l
l '
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28.2 Qualification of new trustee
f '
A trustee appointed pursuant to any of the provisions of this Deed shall be a
l) trustee qualified for appointment and to act as a trustee hereof within the meaning
of section 260 of the CMSA and may be the sole trustee for the purposes of this
Deed.
I
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1
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•
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r .• (Company No. 1088200-V)
I ,:
-f 1 28.3 Trustee to continue to act
I:
( The Trustee shall continue to act as trustee until a new trustee is appointed and
has taken office as the Trustee under this Deed.
~-r 1
i
28.4 Appointment of separate trustee or co-trustee
Subject always to the provisions of the CMSA and notwithstanding the provisions
of clause 28.1 of this Deed, the Trustee may, with the consent of the Issuer, but
without the consent of the Sukukholders and any other person, at any time and
_,' ;
from time to time by instrument in writing appoint any person established or
I l resident in any jurisdiction to act either as separate trustee or as co-trustee jointly
with the Trustee:
(a) if the Trustee considers such appoin,tment to be necessary and desirable for
the protection of the Sukukholders;
.[ (b) to obtain or facilitate the obtaining in any jurisdiction of a judgment or

f j award, or the enforcement of either a judgment or award already obtained
t I
or any of the provisions of any Transaction Document; or
.r \!
(c) for the purpose of conforming to any legal requirement, restriction or
!
( J condition in any such jurisdiction.
28.5 Removal of separate trustee or co-trustee

The Trustee has the power to remove any person appointed pursuant to clause
28.4 of this Deed as a separate trustee or co-trustee.
28.6 Notice of appointment and removal

Notice of any appointment under clause 28.4 of this Deed, or removal under
clause 28.5 of this Deed, shall be given in writing by the Trustee to the Issuer, the
Central Securities Depository, the Facility Agent, the Paying Agent and any
separate trustee or co-trustee so appointed shall (su,bject to the provisions of this
Deed) have such rights, powers, duties and obligations as shall be conferred or
imposed by the instrument of appointment and shall be entitled to the benefit of
all such rights and protection as are conferred on the Trustee by this Deed.
~.J
28. 7 Effect of appointment of new trustee
Any new trustee appointed in place of the Trustee shall be the trustee for all the
'I' purposes of this Deed in substitution for and in place of the Trustee as though he
i !
had been appointed in accordance with the provisions of clause 28.1 of this Deed.
f;
I
28.8 Perfection of appointment or removal
l'
l_ ___J
At the request of the Trustee, the Issuer shall execute all such documents and do
all such things as may be required to perfect any such appointment or removal of
trustee in this clause 28.
28.9 Remuneration of separate and co-trustee

l. Such reasonable remuneration as the Trustee may pay to such separate or co-
trustee together with any attributable cost, charge and expense incurred by such
separate or co-trustee in performing his function as such separate or co-trustee
I;
i,___j under this Deed shall for the purposes of this Deed be treated as costs, charges
and expenses incurred by the Trustee.
Lee Hjshammuddin Allen & Gledhill page 53

Suk:uk Programme of up to RM2.0 Billion in
29 Meeting of Sukukholders
29.1 Proceedings of meetings
Meetings of Sukukholders shall be held in accordance with the provisions set out
in Schedule 5.
'(!
29.2 Convening meetings
(a) The Issuer may, at any time, convene a meeting of the Sukukholders to
•;
i
l
determine or discuss any matters relating to the Sukuk Mudharabah .
(b) The Issuer shall, on the application of persons holding at least one-tenth in
Nominal Value of the Outstanding Sukuk Mudharabah delivered to its
i
registered office, summon a meeting of the Sukukholders:
,l,
(1) to consider the accounts and balance sheet which were last lodged
with the Trustee by the Issuer; and
\_1,.:
(2) to give to the Trustee directions in relation to the exercise of the
Trustee's powers.
Lz 'j
(c) The Issuer shall give notice of the meeting to the Sukukholders and the
Trustee (save and except where the Trustee is to be removed) in
n'.: accordance with the provisions of clause 31 of this Deed and Schedule 5.
The meeting shall be held at a time and place specified in the notice and in
accordance with the provisions of Schedule 5.
(d) The obligation of the Issuer under this clause 29.2 is in addition to any
obligations of the Issuer under the CMSA to summon a meeting of
Sukukholders.
29.3 Trustee's right to call meetings not affected

Nothing in this clause 29 limits the right of the Trustee to call for a meeting of
Sukukholders without the consent or presence of the Issuer in accordance with the
provisions set out in Schedule 5.
JJ 30 Invalidity and severability

If any provision of this Deed is or may become under any written law, or is found
by any court or tribunal or administrative body of competent jurisdiction to be
illegal, void, invalid, prohibited or unenforceable, then:
; (a) such provision shall be ineffective to the extent of such illegality,
l '
L.J
voidness, invalidity, prohibition or unenforceability;
(b) the remaining provisions of this Deed shall remain in full force and effect;
and
(c) the parties shall use their respective be~t endeavours to negotiate and agree
to a substitute provision which is valid and enforceable and achieves to the
greatest extent possible the economic, legal and commercial objectives of
such illegal, void, invalid, prohibited or unenforceable term, condition,
stipulation, provision, covenant or undertaking.
·i
1,
31 Communications
31.1 Notices to Sukukholders
Any notice, communication, certificate or other document to be given to
Sukukholders under or in respect of this Deed or the Sukuk Mudharabah may be
,.~ )
given:
! 1
(a) by giving notice by way of an advertisement addressed to all Sukukholders

in an English language daily newspaper and a Malay language daily
newspaper, circulating generally throughout Malaysia;
, \
(b) in accordance with the provisions of the Rules;
''
\
(c) by ordinary post, postage prepaid to their address provided by the Central
' \
Securities Depository; or
(d) in such manner as may be agreed between the Issuer and the Trustee.
\ I
l I
31.2 Notices to Trustee or Issuer
;
(a) Subject to Clause 31.3 below, any notice or other communication to be
t j
given under or in respect of this Deed to the Trustee or to the Issuer shall
.' I
be in writing and may be given:
r' .
,i J (1) by hand;
L J
(2) by ordinary post or registered post or express postal service,
ti
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(3)
postage prepaid; or
by facsimile transmission.
11
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(b) Subject to Clause 31.3 below, a notice or other communication (including,
but not limited to a request, demand, consent or approval) to the Issuer or
to the Trustee:
r1
l J
(1) shall be addressed as shown below:
(A) if to the Issuer:
Attention The Company Secretary
I-,
Address Level 16, Menara Sunway,
Jalan Lagoon Timur, Bandar Sunway,
47500 Subang Jaya,
Selangor Darul Ehsan
Facsimile No. : +603 - 5639 9507
(B) if to the Trustee:

Attention Chief Executive Officer
Address Pacific Trustees Berhad
Unit No. A-9-8, 9th Floor,
Megan Avenue 1, No. 189,
'i Jalan Tun Razak,
Off P ersiaran Hampshire,
50400 Kuala Lumpur
I
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f i Facsimile No. : +603 - 2166 3830
or to any other address specified by a party to the sender by notice

'( 1 in writing; and
(2) shall be signed by an authorised officer, or be under the common
r., seal of the sender.
r
31.3 Deemed service
r
(
'
; Any notice, communication, certificate or other document to be given to
Sukukholders, the Trustee or the Issuer under or in respect of this Deed or the
Sukuk Mudharabah is deemed to be given by the sender and received by the
r
,. ;
addressee:
(a) if by an advertisement addressed to all Sukukholders in an English
language and a Malay language daily newspapers circulating generally
throughout Malaysia, on the date of publication of the advertisement;
(b) if it is sent by hand, when delivered to the addressee provided that the
delivery is made by 5.00 pm on a Business Day;
(c) if it is sent by normal or prepaid registered post, upon receipt by the
recipient;
(d) if it is sent by facsimile, immediately after transmission thereof and
confirmed by the transmission report that such facsimile has been received
in full and without error and any facsimile transmission received after 5.00
p.m. shall be deemed to have been received on the next Business Day, if
the date of transmission is not a Business Day, then the notice by facsimile
shall be deemed to be served on the immediately following Business Day.
~Li In this clause 31, a reference to an addressee includes a reference to an
addressee's officers, agents or employees. All notices and other
communications under or in connection with this Agreement shall be in
Jl the English language or if any other language, accompanied by a
translation with the English language. In the event of any conflict between
the English text and the text in any other language, the English text shall
prevail.
31.4 Proof of service
In proving the giving of a hotice or any other document under or in respect of this
Deed it shall be sufficient to show:
(a) in the case of post, that the notice or other document was duly addressed,
marked for the attention of designated person and posted; or
(b) in the case of facsimile transmission, that the notice or other document,
marked for the attention of designated person, was duly transmitted from
the despatching terminal as evidenced by a transmission report generated
by the despatching terminal.
31.5 Service of legal process
I
In addition and without prejudice to the methods prescribed by law, the service of
LJ ;
any writ of summons or any legal process on the Issuer in respect of or arising out
of this Deed or any other Transaction Document to which the Issuer is a party

fl
l ,
i f' • Sukuk Programme of up to RM2.0 Billion in
i ; nominal value - Trust Deed
may also be effected on the Issuer by forwarding a copy of the writ of summons,
{'
\ :
' . statement of claim or other legal process by prepaid registered post to its address
stated in clause 31.2(b)(l)(A) of this Deed or to its registered office or the last
known address of the Issuer known to the Trustee and shall be deemed to be
sufficiently served three (3) Business Days after posting notwithstanding the fact
that such writ, summons and/or statement of claims cir any other legal process
may be returned through the post office undelivered.
(( \
32 Taxation
All payments by the Issuer shall be made free and clear of all present and future
taxes, duties, withholdings or other deductions whatsoever imposed by the
(' '
government of Malaysia or any political sub-division or tax authority thereof. In
the event that any such taxes are in future imposed or if such withholding or
deduction is required by law, the Issuer must make such additional payments as
are necessary to cause the Sukukholders to receive the net amount that they would
otherwise have received.
33 Execution and counterparts

,-~ ( I
This Deed may be executed in any number of counterparts or duplicates each of
which shall be original, but such counterparts or duplicates shall together
constitute but one and the same deed and shall come into effect on the date first
herein above mentioned irrespective of the diverse dates upon which the parties
may have executed this Deed.
u 34 Execution
The execution of this Deed by or on behalf of a party shall constitute an authority
JJ to the solicitors to deliver and date it on behalf of that party.
35 Effective date
J.i This Deed shall take effect from the date set out at the top of page 1 of this Deed
,, '
notwithstanding that the parties may have each executed this Deed on diverse
/
' . dates. !
/
' . 36 Governing law
This Deed is governed by and is to be construed in all respects in accordance with
the laws of Malaysia and the parties hereby submit to the exclusive jurisdiction of
the Courts of Malaysia in Kuala Lumpur and irrevocably and unconditionally
waive any right to invoke any claim of an inconvenient forum in relation to
proceedings brought in such courts.

,I r' ' SUNWAY TREASURY SUKUK SDN. BHD.
• (CompanyNo. 1088200-V)
37 No Payment of interest
For the avoidance of doubt and notwithstanding any other provision to the
contrary herein contained, it is hereby agreed and declared that nothing in this
Deed shall oblige the Issuer, the Trustee or any Sukukholder to pay interest (by
whatever name called) on any amount due or payable to other parties to this Deed
or to receive any interest on any amount due or payable to the Issuer, the Trustee
or any Sukukholders or to do anything that is contrary to Shariah principles.
,~ ,. I
38 Variation of the Mudharabah Agreement

r' The Trustee may, without the consent of the Sukukholders, agree to any
amendment to the Mudharabah Agreement, or grant any waiver, prospectively or
restropectively, if the effect of such amendment would not materially prejudice or
·( .
affect the rights of the Sukukholders, provided always that such amendments is in
compliance with Shariah principles. '
-! "
i._ I 39 Stamp duty declaration

! ~
-' It is hereby declared by the parties that this Deed and the other Transaction
I Documents are instruments employed in one transaction relating to the issuance of
' J
the Sukuk Mudharabah by the Issuer. The issuance of the Sukuk Mudharabah has
1 '\ been authorised by the Securities Commission and the Transaction Documents are
'l :
ll exempted from stamp duty pursuant to the provisions of the Stamp Duty
(Exemption) (No. 23) Order 2000.
'_O
[The remainder of this page is intentionally left blank]
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1:
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' '
.' ; '
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' ' Sukuk Programme of up to RM2.0 Billion in
Schedule 1 - Islamic Commercial Papers Global Certificate

(formerly known as Fantastic Pro/ink Sdn Blul) (Company No. 1088200-V)
(Incorporated in Malaysia)
Issue No Nominal Value:

Serial No Issue Date
Stock Code Maturity Date :
, · Yield to Maturity:
This certificate (Islamic Commercial Papers Global Certificate) represents the

Islamic Commercial Papers (Islamic Commercial Papers) issued by Sunway
Treasury Sukuk Sdn Bhd (formerly known as Fantastic Pro/ink Sdn Bhd) (Issuer)
in the Nominal Value as set out above.
( I
Subject to a trust deed (Trust Deed) dated [**] between the Issuer and Pacific
' j
Trustees Berhad (Company No. 317001-A) (Trustee) as trustee, the Issuer
,.-\ . unconditionally promises to pay to the bearer of this Islamic Commercial Papers
Global Certificate the sum equal to the abovementioned Nominal Value of this
' ' certificate on the abovementioned Maturity Date.
'\ ' The Islamic Commercial Papers are:
11 (a) issued pursuant to resolutions of the Board of Directors of the Issuer passed on 2
June 2014;
lJ (b) constituted by the Trust Deed; and
subject to the provisions contained in the Trust Deed, the conditions set out
'fl therein and the provisions on the reverse of this Islamic Commercial Papers
Global Certificate.
This Islamic Commercial Papers Global Certificate has the benefit of, and is
Ii
( j issued pursuant to, the Trust Deed and the provisions for meetings of the
Sukukholders as set out in Schedule 5 of the Trust Deed. The provisions on the
reverse of this Islamic Commercial Papers Global Certificate form an integral part
hereof. !
Any expression used in this Islamic Commercial Papers Global Certificate has the
same meaning as in the Trust Deed.
Payments of this Islamic Commercial Papers Global Certificate shall be made in
accordance with the Central Securities Depository and Paying. Agency Rules.
··~· _,'
A Sukukholder may, by giving at least thirty (30) days written notice to the Issuer
and the Trustee, require the exchange of this Islamic Commercial Papers Global
Certificate for the Islamic Commercial Papers Definitive Certificate(s) of the
same Nominal Value as the amount of this Islamic Commercial Papers Global
Certificate.
The Islamic Commercial Papers Definitive Certificate shall be in the form or
substantially in the form set out in Schedule 2 of the Trust Deed.
' ,

r
1 SUNWAY TREASURY SUKUK SDN. BHD.
! \ (CompanyNo. 1088200-V)
-·r·
l 1 If a Sukukholder exercise its right to require the exchange of this Islamic
Commercial Papers Global Certificate for Islamic Commercial Papers Definitive
Certificate(s ):
-( 1
(a) the Issuer shall as soon as practicable notify the Central Securities Depository and
the Facility Agent of that fact;
(
(b) the Issuer shall procure the appointment of a new depository and paying agent for
the Sukuk Mudharabah in substitution for the Central Securities Depository and
Paying Agent;
(c) the Issuer shall as soon as practicable after the expiry of thirty (30) days period of
notice mentioned in paragraph 7 of this Islamic Commercial Papers Global
'. Certificate issue (but not earlier than the date on which the new depository and
paying agent is appointed), execute, authenticate and issue the Definitive
Certificate to the new depository and paying agent, and immediately after such
issue and delivery, inform the Central Securities Depository that such Definitive
Certificates have been delivered to the new depository and paying agent;
( . (d) the Central Securities Depository shall immediately after being so informed,
deliver all the Global Certificate to the Facility Agent;
(e) the Facility Agent shall immediately upon receipt of the Global Certificate, cancel
r"{ I
and destroy it; and
,\-,_,
(f) the Facility Agent shall as soon as practicable after that, issue to the Issuer a letter
stating that the Global Certificate has been cancelled and destroyed and notify the
Trustee of such cancellation.
Until this Isalmic Commercial Papers Global Certificate has been exchanged for
the Isalmic Commercial Papers Definitive Certificate(s), a Sukukholder shall be
1fJ entitled to the same rights and benefits under the Trust Deed as if it were the
holder of the Islamic Commercial Papers Global Certificate(s).
11 This Islamic Commercial Papers Global Certificate shall be governed by, and
construed in accordance with, the laws of Malaysia.
This Islamic Commercial Papers Global Certificate is not valid for any purpose
unless authenticated by the Facility Agent.
' ' _, ,

\ ' (CompanyNo. 1088200-V)
,. ,
I
i IN WITNESS whereof the Issuer has caused this Islamic Commercial Papers Global Certificate
to be duly executed on its behalf.
The common seal of

Sunway Treasury Sukuk Sdn. Bhd. (formerly known·as Fantastic Pro/ink Sdn. Bhd.)
,, ·. (Company No. 1088200-V)
is fixed to this document
in the presence of:
* Secretary I Director Director
Name (please print) Name (please print)

;! '
*Delete whichever is inapplicable
\ '
Date:
Certificate of Authentication
(without recourse, warranty or liability)
11 [Facility Agent]
J] By:
(Authorised Signatory)
.L Notes:
(1) There are restrictions as to the persons who may hold the Islamic Commercial
''
\.( ,'
Papers. The Islamic Commercial Papers may not be offered, delivered or sold,
directly or indirectly, nor may any document or other material information in
connection herewith be distributed in Malaysia, other than to persons falling
within Schedule 6 or subsection 229(1)(b) and Schedule 7 or subsection 230(1)(b)
read together with Schedule 9 or subsection 257(3) of the Capital Markets and
Services Act, 2007, and to whom any issue, offer or invitation to subscribe for or
purchase the Islamic Commercial Papers does not constitute and offer to the
public within Section 4(6) of the Companies Act 1965. No Sukukholder may sell,
transfer or otherwise dispose of all or any part of its legal or beneficial interest in
any of the Sukuk Mudharabah to any person unless:
(a) such sale, transfer or disposition is subject to the restriction set out in this
( : paragraph; and
i
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(b) such sale, transfer or disposition shall not breach the Exchange Control
Act, 1953 or any regulations or notices issued thereunder (as amended
from time to time).
(2) Subject to note 3, all payments by the Issuer under this Islamic Commercial
Papers Global Certificate shall be paid, subject to and net of any income or
withholding tax applicable thereto and which is required by Malaysian law to be
deducted or withheld. For this purpose, the Issuer and the Trustee may, inter alia,
require a Sukukholder to furnish evidence satisfactory to them (including a
statutory declaration) to show that the Sukukholder is resident in Malaysia for tax
purposes.
(3) If the Issuer is required by law to make any withholdings or deductions for any
future taxes imposed, by the Government of Malaysia or any authority having the
power to tax, in relation to any payment, the Issuer shall make additional payment
necessary so that the payee or payees shall receive the net amount which the
payee or payees would have received had there been no such deductions or
withholdings.
The issuance of the Islamic Commercial Papers has been sanctioned by the
Securities Commission and, accordingly, the issue and transfer of the Islamic
Commercial Papers are exempted from stamp duty under the Stamp Duty
(Exemption) (No. 23) Order, 2000.

i T'
i
Schedule 2 - Islamic Commercial Papers Definitive Certificate

(formerly known as Fantastic Prolink Sdn Bhd) (Company No. 1088200-V)
< , (Incorporated in Malaysia)
Issue No Nominal Value:

Stock Code Maturity Date
Yield to Maturity:
\
1. This certificate (Islamic Commercial Papers Definitive Certificate) represents the
Islamic Commercial Papers (Islamic Commercial Papers) issued by Sunway Treasury
~( \ Sukuk Sdn Bhd (formerly known as Fantastic Pro/ink Sdn Bhd) (Issuer) in the Nominal
Value as set out above.
'
2. Subject to a trust deed (Trust Deed) dated [**] between the Issuer and Pacific Trustees
Berhad (Company No. 317001-A) (Trustee) as trustee, the Issuer promises to pay the
'I bearer of this Islamic Commercial Papers Definitive Certificate the sum equal to the
r ',
abovementioned Nominal Value of this certificate on the abovementioned Maturity Date.
i \
I ,
u 3. The Islamic Commercial Papers are:
(a) issued pursuant to resolutions of the Board of Directors of the Issuer passed on 2
Tl (b)
June 2014;
constituted by the Trust Deed; and
(c) subject to the provisions contained in the Trust Deed, the conditions set out
therein and the provisions on the reverse of this Islamic Commercial Papers
Definitive Certificate.
4. This Islamic Commercial Papers Definitive Certificate has the benefit of, and is issued
pursuant to, the Trust Deed and the provisions for meetings of the Sukukholders as set
out in Schedule 5 of the Trust Deed. The provisions on the reverse of this Islamic
Commercial Pf!.pers Definitive Certificate form an integral part hereof.
5. Any expression used in this Islamic Commercial Papers Definitive Certificate has the
6. This Islamic Commercial Papers Definitive Certificate is issued to replace the Islamic
Commercial Papers Global Certificate to which the Islamic Commercial Papers relate.
7. This Islamic Commercial Papers Definitive Certificate shall be governed by, and
construed in accordance with, the laws of Malaysia.
8. This Islamic Commercial Papers Definitive Certificate is not valid for any purpose unless
authenticated by the Facility Agent.
IN WITNESS whereof the Issuer has caused this Islamic Commercial Papers Definitive
Certificate to be duly executed on its behalf.

ll
I .
\ ' .
(Company No, 1088200-V)
The common seal of

Sunway Treasury Sukuk Sdn Bhd (formerly known as Fantastic Prolink Sdn Bit{{)
in the presence of:

·' .
., ' Date:
re · (without recourse, warranty or liability)
.\ . [Facility Agent]
By:
Tl Notes:
(1) There are restrictions as to the persons who may hold the Islamic Commercial
Jl Papers. The Islamic Commercial Papers may not be offered, delivered or sold,
directly or indirectly, nor may any document or other material in connection
'l ( herewith be distributed in Malaysia, other than to persons falling within Schedule
'f' !
6 or subsection 229(1)(b) and Schedule 7 or subsection 230(1)(b) read together
!' 1.. ••
l
with Schedule 9 or subsection 257(3) of the Capital Markets and Services Act,
2007, and to whom any issue, offer or invitation to subscribe for or purchase the
.._L_,. Islamic Commercial Papers does not constitute and offer to the public within
Section 4(6) of the Companies Act 1965. No Sukukholder may sell, transfer or
otherwise dispose of all or any part of its legal or beneficial interest in any of the
Sukuk Mudharabah to any person unless:
(a) such sale, transfer or disposition is subject to the restrictions set out in this
paragraph; and
Act, 1963 or any regulations or notices issued thereunder (as amended
.
,\
.... , from time to time)
(2) Subject to note 3, all payments by the Issuer under this Islamic Commercial
Papers Definitive Certificate shall be made subject to and net of any income or
deducted or withheld. For this purpose, the Issuer and the Trustee may, inter alia,

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i . require a Sukukholder to furnish evidence satisfactory to them (including a
I
purposes.
future taxes imposed by the Government of Malaysia or any authority having the
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necessary so that the payee or payees shall receive the net amount which the payee
or payees would have received had there been no such deductions or
withholdings.
(4). The issuance of the Islamic Commercial Papers has been sanctioned by the
Securities Commission and, accordingly, the issue and transfer of the Islamic
Commercial Papers are exempted from stamp duty under the Stamp Duty
':
' .
'' ''
',
'', '

Schedule 3 - Islamic Medium Term Notes Global Certificate

r( '
(formerly known as Fantastic Prolink Sdn Bhd) (Company No. 1088200-V)
I
Issue No Nominal Value

Stock Code Maturity Date
Profit Rate:
Periodic Distribution Payment Frequency: [in respect of Islamic Medium Term Notes issued
with periodic distribution]
1 This certificate (Islamic Medium Term Notes Global Certificate) represents the
medium term notes (Islamic Medium Term Notes) issued by Sunway Treasury Sukuk
'l .,
I
Sdn Bhd (formerly known as Fantastic Prolink Sdn Bhd)(Issuer) in the Nominal Value as
set out above.
2 Subject to a trust deed (Trust Deed) dated [**] between the Issuer and Pacific Trustees
Berhad (Company No. 317001-A) (Trustee) as trustee, the Issuer unconditionally
promises to pay to the bearer of this Islamic Medium Term Notes Global Certificate the
sum equal to the abovementioned Nominal Value of this certificate on the
abovementioned Maturity Date.
3 The Islamic Medium Term Notes are:
IJ issued pursuant to resolutions of the Board of Directors of the Issuer passed on 2

June 2014;
~o constituted by the Trust Deed; and

subject to the provisions contained in the Trust Deed, the Conditions set out
rf f therein and the provisions on the reverse of this Islamic Medium Term Notes
'l i
Global Certificate.
4 This Islamic Medium Term Notes Global Certificate has the benefit of, and is issued
pursuant to, the Trust Deed and the provisions for meeting~ of Sukukholders set out in
Schedule 5 of the Trust Deed. The provisions on the reverse of this Islamic Medium
Term Notes Global Certificate form an integral part hereof.
5 Any expression used in this Islamic Medium Term Notes Global Certificate has the same
meaning as in the Trust Deed.
6 Payments on this Islamic Medium Term Notes Global Certificate shall be made in
accordance with the Central Securities Depository and Paying Agency Rules.
7 A Sukukholder may, by giving at least thirty (30) days written notice to the Issuer and the
l, Trustee, require the exchange of this Islamic Medium Term Notes Global Certificate for
the Islamic Medium Term Notes Definitive Certificate(s) of the same Nominal Value as
the amount of this Islamic Medium Term Notes Global Certificate.
8 The Islamic Medium Term Notes Definitive Certificate shall be in the form or
substantially be in the form set out in Schedule 4 of the Trust Deed.
, Lee Hishammuddin Allen & Gledhill page 66

I
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9 If a Sukukholder exercises its right to require the exchange of this Islamic Medium Term
Notes Global Certificate for the Islamic Medium Term Notes Definitive Certificate(s):
(c) the Issuer shall as soon as practicable notify the Central Securities Depository and
the Facility Agent of that fact;
(d) the Issuer shall procure the appointment of a new depository and paying agent for
rT '
' the Sukuk Mudharabah in substitution for the Central Securities Depository and
Paying Agent;
(e) the Issuer shall as soon as practicable after the expiry of thirty (30) days period of
notice mentioned in paragraph 7 of this Islamic Medium Term Notes Global
Certificate issue (but not earlier than the date on which the new depository and
r~ ' paying agent is appointed), execute, authenticate and issue the Definitive·
Certificate to the new depository and paying agent, and immediately after such
issue and delivery, inform the Central Securities Depository that such Definitive
Certificates have been delivered to the new depository and paying agent;
(f) the Central Securities Depository shall immediately after being so informed,
deliver all the Global Certificate to the Facility Agent;
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(g) the Facility Agent shall immediately upon receipt of the Global Certificate, cancel
and destroy it; and
(h) the Facility Agent shall as soon as practicable after that, issue to the Issuer a letter
stating that the Global Certificate has been cancelled and destroyed and notify
the Trustee of such cancellation.
10 Until this Islamic Medium Term Notes Global Certificate has been exchanged for the
Islamic Medium Term Notes Definitive Certificate(s), a Sukukholder shall be entitled to
the same rights and benefits under the Trust Deed as if it were the holder of Islamic
TJ Medium Term Notes Global Certificate(s).
11 This Islamic Medium Term Notes Global Certificate shall be governed by, and construed
~o
in accordance with, the laws of Malaysia.
12 This Islamic Medium Term Notes Global Certificate is not valid for any purpose unless
li authenticated by the Facility Agent.
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(Company No, 1088200-V)
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! IN WITNESS whereof the Issuer has caused this Islamic Medium Term Notes Global Certificate
' to be duly executed on its behalf.
The common seal of

Sunway Treasury Sukuk Sdn Bhd (formerly known as Fantastic Prolink Sdn. Bltd.)
-r , (Company No. 1088200-V)
in the presence of:

1
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i Date:
[Facility Agent]
By:
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Notes:
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(1) There are restrictions as to the persons who may hold the Islamic Medium Term
\..'
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Notes. The Islamic Medium Term Notes may not be offered, sold or delivered,
' . directly or indirectly, nor may any document or other material in connection
II herewith be distributed in Malaysia, other than to persons falling within Schedule
\__,
' . 6 or subsection 229(1)(b) and Schedule 7 or subsection 230(l)(b) read together
with Schedule 9 or subsection 257(3) of the Capital Markets and Services Act,
'!
2007, and to whom any issue, offer or invitation to subscribe for or purchase the
Islamic Medium Term Notes does not constitute and offer to the public within
Section 4(6) of the Companies Act 1965. No Sukukholder may sell, transfer or
otherwise dispose of all or any part of its legal or beneficial interest in any of the
Sukuk Mudharabah to any person unless:
paragraph; and
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ll Act, 1953 or any regulations or notices issued thereunder (as amended
from time to time).
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! (2) Subject to note 3, all payments by the Issuer under this Islamic Medium Term
Notes Global Certificate shall be paid, subject to and net of any income or
rr deducted or withheld. For this purpose, the Issuer and the Trustee may, inter alia,
i
,, statutory declaration) to show that the Sukukholder is resident in Malaysia for tax
I purposes.
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withholdings.
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(4) The issuance of the Islamic Medium Term Notes has been sanctioned by the
'I ' Securities Commission and, accordingly, the issue and transfer of the Islamic
_Medium Term Notes are exempted from stamp duty under the Stamp Duty
..._
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I. Sukuk Programme of up to RM2.0 Billion in
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I' . Schedule 4 - Islamic Medium Term Notes Definitive Certificate
Sunway Treasury Sukuk Sdn. Bhd.
(formerly known as Fantastic Pro/ink Sdn. Bhd.) (Company No. 1088200-V)
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i ' Issue No Nominal Vah.ie:
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Stock Code
I' Maturity Date :
Profit Rate:
Periodic Distribution Payment Frequency: [in respect of Islamic Medium Term Notes issued
with periodic distribution]
,t '
1. This certificate (Islamic Medium Term Notes Definitive Certificate) represents the
l : Islamic medium term notes (Islamic Medium Term Notes) issued by Sunway Treasury
Sukuk Sdn. Bhd. (formerly known as Fantastic Prolink Sdn. Bhd.) (Issuer) in the
Nominal Value as set out above.
' l ~ j
2. Subject to a trust deed (Trust Deed) dated [**] between the Issuer and Pacific Trustees
r) I
Berhad (Company No. 317001-A) (Trustee) as trustee, the Issuer unconditionally
I promises to pay to the bearer of this Islamic Medium Term Notes Definitive Certificate
the sum equal to the abovementioned Nominal Value of this certificate on the
1..'.)
abovementioned Maturity Date.

ll 3. The Islamic Medium Term Notes are:
(a) issued pursuant to resolutions of the Board of Directors of the Issuer passed on 2
~u (b)
June 2014;
constituted by the Trust Deed; and
~n (c) subject to the provisions contained in the Trust Deed, the conditions set out
therein and the provisions on the reverse of this Islamic Medium Term Notes
Definitive Certificate.
'I]
Ji 4. This Islamic Medium Term Notes Definitive Certificate has the benefit of, and is issued
pursuant to, the Trust Deed and the provisions for meetings of Sukukholders set out in
.f .
Schedule 5 of the Trust Deed. The provisions on the reverse of this Islamic Medium
Term Notes Definitive Certificate form an integral part hereof.
5. Any expression used in this Islamic Medium Term Notes Definitive Certificate has the
6. This Islamic Medium Term Notes Definitive Certificate is issued to replace the Islamic
Medium Term Notes Global Certificate to which the Islamic Medium Term Notes relate.
l ;
'- ;
7. This Islamic Medium Tenn Notes Definitive Certificate shall be governed by, and
·1
' . construed in accordance with, the laws of Malaysia.
8. This Islamic Medium Tenn Notes Definitive Certificate is not valid for any purpose
unless authenticated by the Facility Agent.
';
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IN WITNESS whereof the Issuer has caused this Islamic Medium Term Notes Definitive
Certificate to be duly executed on its behalf.
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The common seal of
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i Sunway Treasury Sukuk Sdn. Bhd. (formerly known as Fantastic Pro/ink Sdn. Bhd.)
·' '
in the presence of:
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Date:
rl l Certificate of Authentication
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[Facility Agent]
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Notes:
(1) There are restrictions as to the persons who may hold the Islamic Medium Term
Notes. The Islamic Medium Term Notes may not be offered, sold or delivered,
directly or indirectly, nor may any document or other material in connection
rf ' herewith be distributed in Malaysia, other than to persons falling Schedule 6 or
i
\.t_/1 subsectidn 229(1)(b) and Schedule 7 or subsection 230(1)(b) read together with
Schedule 9 or subection 257(3) of the Capital Markets and Services Act, 2007,
·f; ' and to whom any issue, offer or invitation to subscribe for or purchase the Islamic
Medium Term Notes does not constitute and offer to the public within Section
4(6) of the Companies Act 1965. No Sukukholder may sell, transfer or otherwise
dispose of all or any part of its legal or beneficial interest in any of the Sukuk
\ .. ~ .J J Mudharabah to any person unless:
paragraph; and
' . (b) such sale, transfer or disposition shall not breach the Exchange Control
i Act, 1953 or any regulations or notices issued thereunder (as amended
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r1 (Company No. 1088200-V)
l' Sukuk Programme of up to RM2.0 Billion in
T, (2) Subject to note 3, all payments by the Issuer under this Islamic Medium Term
I; Notes Definitive Certificate shall be paid, subject to and net of any income or
'f I deducted or withheld. For this purpose, the Issuer and the Trustee may, inter alia,
I I
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purposes.
If the Issuer is required by law to make any withholdings or deductions for any
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i. power to tax, in relation to any payment, the Issuer shall make additional payment
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! withholdings
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(4) The issuance of the Islamic Medium Term Notes has been sanctioned by the
'[ i Securities Commission and, accordingly, the issue and transfer of the Islamic
JI Medium Term Notes are exempted from stamp duty under the Stamp Duty
1
'[ * Delete if inapplicable
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1 • Sukuk Programme of up to RM2.0 Billion in
Tl: , Schedule 5 - Meeting of Sukukholders
The Trustee may at any time, and shall, if so requested in writing by the Sukukholders of
not less than ten percent (10%) of the aggregate Nominal Value of Outstanding Sukuk
Mudharabah and upon receiving such indemnity to its satisfaction as the Trustee may
require against the cost of convening and holding the meeting (including legal cost on a
solicitor and client basis), convene a meeting of Sukukholders. Such meeting shall be
held at such place in Malaysia and at such time as as the Trustee determines or approves.
Every Sukukholder is entitled to receive notice of all meetings of Sukukholders. At least
fourteen (14) days' written notice or, when the meeting is being convened for the purpose
of passing a Special Resolution, at least twenty one (21) days' written notice (exclusive
' '
in each case of the day on which the notice is served or deemed to be served and of the
day for which the notice is given) (or such shorter period as may be approved by the
i
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Sukukholders by Special Resolution) of every meeting shall be given to Sukukholders.
Such notice shall be given in the manner provided in clause 31.1 of this Deed and shall
r r) specify the place, day and time of meeting and the general nature of the business to be
i : transacted but it is not necessary (except in the case of a Special Resolution) to specify in
' I
the notice the salient terms of any resolution to be proposed. A copy of the notice shall be
'l I sent to Trustee (unless the meeting is convened by Trustee) and to Issuer (unless the
JI meeting is convened by Issuer). The accidental omission to give notice to or the non-
receipt of notice by any Sukukholder shall not invalidate the proceedings at any meeting.
1 Jj 3. At any meeting of the Sukukholders at least two (2) persons present being Sukukholders
or being proxies for Sukukholders holding in aggregate not less than ten percent ( 10%) of
the aggregate Nominal Value of Outstanding Sukuk Mudharabah shall form a quorum for
TJ the transaction of business except for the purpose of passing a Special Resolution. The
quorum for passing a Special Resolution is at least two (2) persons present being
Sukukholders or being proxies for Sukukholders holding in the aggregate over fifty
Tl
' ,
percent (50%) of the aggregate Nominal Value of Outstanding Sukuk Mudharabah. The
quorum for any adjourned meeting for the passing of a Special Resolution is at least two
(2) persons present being Sukukholders or being proxies for Sukukholders whatever the
'[ 1 Nominal Value of the Sukuk Mudharabah so held or represented. No business (other than
' , the appointment of a Chairman for such meeting) may be transacted at any meeting
unless the requisite quorum is present at the commencement of business.
I
4. If within half an hour from the time appointed for the meeting a quorum is not present,
the meeting, if convened upon the requisition of Sukukholders, shall be dissolved. In any
other case it shall stand adjourned to such day and time, not being less than seven (7)
Business Days thereafter, and to such place as may be appointed by the Chairman and at
such adjourned meeting, two (2) persons present being Sukukholders or being proxies for
Sukukholders, whatever the Nominal Value of the Sukuk Mudharabah held by them,
shall be a quorum for the transaction of business, except for the purpose of the passing of
a Special Resolution. At least seven (7) Business Days' notice (exclusive in each case of
·i'
I the day on which the notice is served or deemed to be served and of the day for which the
l ·'
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notice is given) of any adjourned meeting of Sukukholders at which a Special Resolution
is to be submitted shall be given in the manner as for an original meeting and such notice
shall state that two (2) persons present being Sukukholders or being proxies for
Sukukholders at the adjourned meeting (whatever the Nominal Value of the Sukuk
Mudharabah held or represented by them) shall form a quorum,except for the purpose of
I
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. (Company No. 1088200-V)
Ti the passing of a Special Resolution to declare a Dissolution Event, which quorum shall be
two (2) persons present being Suk:ukholders or being proxies for Suk:ukholders holding in
, the aggregate of not less than twenty five percent (25%) of the aggregate Nominal Value
r-(
I I of Outstanding Sukuk Mudharabah.
5. A person (who may but need not be a Suk:ukholder) nominated in writing by the Trustee
I r\~ -·; shall preside as Chairman at every meeting and, if no such person is nominated or if at
i any meeting no person nominated is present within thirty (30) minutes after the time
appointed for holding the meeting, the Suk:ukholders present and/or the proxies for
r ,-
~ Suk:ukholders may choose one (1) of them to be Chairman and failing such choice, Issuer
l may appoint a Chairman (who may but need not be a Sukukholder). The Trustee and the
i
Trustee's solicitors and any director or officer of Trustee and any director and Secretary
rt and solicitors of Issuer and any other person so authorised by the Trustee or the Issuer
I
,,,
may attend and speak at any meeting.
6. The Chairman may with the consent of Suk:ukholders or their proxies present at any
r ~ I
meeting at which a quorum is present and shall, if so directed by such Suk:ukholders or
i
i
' their proxies, adjourn the meeting from time to time and from place to place but no
business may be transacted at any adjourned meeting except business which might
r' I
· J lawfully have been transacted at the meeting from which the adjournment took place.
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7. At the meeting a resolution put to the vote of the meeting shall be decided by a show of
r[ I hands unless (before or on the declaration of the result of the show of hands) a poll is
-I I demanded by the Chairman or by one or more Sukukholders present in person or by
' proxy and holding or representing at least ten percent (10%) of the aggregate Nominal
Value of Outstanding Suk:uk Mudharabah. Unless a poll is so demanded, a declaration by
JJ the Chairman that a resolution has been carried or carried unanimously or by a particular
majority or not carried by a particular majority or lost is conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in favour of or against
JJ such resolution.
8. If a poll is duly demanded it shall be taken in such manner as the Chairman may direct
Tl
' ,
and the result of the poll shall be deemed to be the resolution of the meeting at which the
poll was demanded.
9. In the case of any equality of votes, whether on a show of hands or on a poll, the
'f 1
~ -,- Chairman of the meeting at which the show of hands takes place or at which the poll is
demanded is entitled to a casting vote in addition to the vote or votes (if any) to which he
r\ I
may be entitled as a Sukukholder or his proxy.
I I
\.'.'_JJ
10. A poll demanded on the election of a Chairman for any meeting 'of Suk:ukholders or on a
/ question of adjournment shall be taken forthwith. A poll demanded on any other question
'
shall be taken at such time and place as the Chairman directs.
L~.1
11. The demand for a poll shall not prevent the continuance of a meeting for the transaction
r;
I of any business other than the question on which the poll has been demanded.
I
.,___,
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12 . On a show of hands every Sukukholder who (being an individual) is present in person or
by his proxy or (being a corporation) is present by its duly authorised representative shall
i have one vote. On a poll every Sukukholder who is present in person or by proxy shall
\_ __ J
have one vote for every Ringgit Nominal Value of the Outstanding Suk:uk Mudharabah
of which he is the holder.
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\ ; . SUNWAY TREASURY SUKUK SDN. BHD.

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13. On a poll, votes may be given either personally or by proxy and a Sukukholder who is
entitled to more than one vote need not (if he votes) use all his votes or cast all the votes
he uses in the same way.
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I I
14. A Sukukholder may by an instrument in writing (form of proxy) available at the
specified office of the Trustee appoint any person (proxy) or persons (proxies) to act on
'( l
his or its behalf in connection with any meeting or proposed meeting of the
Sukukholders. The form of proxy shall be in the usual common form or such other form
as the Trustee may approve and shall be in writing under the hand of the appointor or of
his attorney duly authorised in writing or, if the appointor is a corporation, either under
\ I
the common seal or under the hand of an officer or attorney duly authorised and such
instrument shall be deemed to confer authority to demand or join in demanding a poll.
,..; \ The Trustee may, but is not bound to, require evidence of the authority of any such
attorney or officer. Where a Sukukholder appoints more than one proxy, the appointment
is invalid unless he specifies the proportions of his holdings to be represented by each
r( ) proxy.
\\,. 15. A person appointed to act as a proxy need not be a Sukukholder.
rf ) 16. The instrument appointing a proxy and the power of attorney or other authority (if any)
I ( )
under which it is signed or a notarially certified copy of such power or authority shall be
deposited at the registered office of the Trustee or such other place (if any) specified in
r(
;
1 the notice of the meeting or in the form of proxy not less than forty eight (48) hours
before the time appointed for holding the meeting or adjourned meeting at which the
person named in the instrument proposes to vote and in default the instrument of proxy
shall not be treated as valid. Unless otherwise expressly stated therein, no form of proxy
ll is valid after the expiration of twelve (12) months from the date stated on it as the date of
its execution.
~o 17. A vote given in accordance with the terms of a form of proxy is valid notwithstanding the
previous death or insanity of the principal or revocation of the proxy or of the authority
under which the proxy was executed provided that no notification in writing of such
JJ death, insanity or revocation is received at the registered office of the Trustee or such
other place (if any) specified in the notice of the meeting or in the form of proxy before
the commencement of the meeting or adjourned meeting at which the proxy is used.
'[ l
' I
18. A meeting of the Sukukholders shall, in addition to all other powers, have the following
powers exercisable by Special Resolution only, that is to say:
,1 1
' (a) power to approve the exchange or substitution of the Sukuk Mudharabah for
\.. .. J
Shares, stocks, bonds, notes, debenture stocks or other obligations or securities of
the Issuer or any company, corporation, trust or other body formed or to be
formed, or the exchange of the Sukuk Mudharabah for cash;
(b) power to approve the release of the Issuer from the payment of all or any part of
the moneys owing upon the Sukuk Mudharabah and other payments pursuant to
any Transaction Documents;
(c) power to approve any modification, variation, abrogation or compromise of or
( I
arrangement in respect of the rights of the Sukukholders against the Issuer
'--'
whether such rights shall arise under the Transaction Documents, the Sukuk
·'I Mudharabah or otherwise;
I
\
(d) power to assent to any modification, variation or abrogation of the provisions
contained in the Transaction Documents or the Sukuk Mudharabah proposed or

! -\'
Tl agreed to by Issuer' (but without prejudice to the rights of the Trustee under clause
22.l of this Deed);
(e) power to authorise the Trustee to concur in and execute all such documents and
do all such acts and things as may be necessary to carry out and give effect to any
Special Resolution;
(f) power to agree to the release of any Trustee from any liability in respect of
anything done or omitted to be done by such Trustee under any Transaction
Document before the giving of such release;
(g) power to approve the appointment of new trustee under this Deed and to remove
any trustee or trustees for the time being hereof; power to appoint any persons
r' , (whether Sukukholders or not) as a committee or committees to represent the
interests of the Sukukholders and to confer upon such committee or committees
any powers or discretion which the Sukukholders could themselves exercise;
(h) power to release Issuer from or waive any breach of any provision of any
I , Transaction Documents; and
(i) power to upsize the Sukuk Programme.
\ i 19. An Ordinary Resolution or a Special Resolution passed at a meeting of the Sukukholders
duly convened and held in accordance with the provisions of this Deed is binding upon
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' all the Sukukholders whether present or not present at the meeting and each of the
.._l,.i Sukukholders and the Trustee (subject to the provisions for its indemnity contained in
this Deed) are bound to give effect thereto accordingly. The passing of any such
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resolution is conclusive evidence that the circumstances of any such resolution justify the
passing thereof. The Trustee shall notify the Sukukholders in writing within seven (7)
days of the passing of such resolution.
JJ 20. The expressions:

(a) "Special Resolution" means a resolution passed at a meeting of the Sukukholders
duly convened and held in accordance with the provisions contained in this Deed
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and carried by a majority consisting of not less than seventy five percent (75%) of
the persons voting thereat upon a show of hands or, if a poll is duly demanded, by
a majority consisting of not less than seventy five percent (75%) of the votes
given on such poll.
/ . (b) "Ordinary Resolution" means a resolution passed at a meeting of the
Sukukholders duly convened and held in accordance with the provisions
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contained in this Deed and carried by a majority consisting of not less than fifty
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percent (50%) of the persons voting thereat upon a show of hands or, if a poll is
t , duly demanded, by a majority consisting of not less than fifty percent (50%) of
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the votes given on such poll.

Minutes of all resolutions and proceedings at every meeting shall be made and duly
entered in books to be from time to time provided for that purpose by Issuer and any such
minutes as aforesaid, if purporting to be signed by the Chairman of the meeting, is
conclusive evidence of the matters therein stated and until the contrary is proved every
such meeting in respect of the proceedings of which minutes have been made and signed
is deemed to have been duly convened and held and all resolutions passed thereat to have
been duly passed.
A resolution in writing signed by or on behalf of a Sukukholder or Sukukholders of not
less than fifty percent (50%) or not less than seventy five percent (75%) of the Nominal

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-, SUNWAY TREASURY SUKUK SDN. BHD.
I : (Company No. 1088200-V)
Tl Value of the Outstanding Sukuk Mudharabah shall for all purposes of this Deed be as
valid and effective as an Ordinary Resolution or a Special Resolution respectively, passed
at a meeting of the Sukukholders duly convened and held in accordance with the
-rI ' provisions contained in this Deed. Such resolution in writing may be contained in one
l document or in several documents in like form each signed by or on behalf of one or
more of the Sukukholders.
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23. If the Issuer has outstanding any part of the Sukuk Mudharabah which is not for the time
' being identical to another part of the Sukuk Mudharabah then each part of the Sukuk
"'
Mudharabah which is identical shall be deemed to constitute a separate series of the
Sukuk Mudharabah and the foregoing provisions of this Schedule 5 shall have effect
' subject to the following modifications:
,.
(a) A resolution, which in the opinion of the Trustee affects one series only of the
' Sukuk Mudharabah, shall be deemed to have been duly passed if passed at a
separate meeting of the Sukukholders of that series.
,, '
(b) A resolution which in opinion of the Trustee affects all or any two (2) or more
series of the Sukuk Mudharabah but does not give rise to conflict of interests
r' between the Sukukholders of any of the series so affected shall be deemed to have
I J
been duly passed only if passed at a single meeting of the Sukukholders of the
series so affected.
t1 ' 1
24. Subject to all other provisions contained in this Deed, the Trustee may, without the
,_l J consent of the Sukukholders, prescribe such further reasonable regulations regarding the
holding of meetings and attendance and voting at them or regarding the making of
resolutions in writing as the Trustee may in its sole and absolute discretion determine,
·1 J
• r including without limitation such regulations and requirements as the Trustee thinks
necessary or expedient to satisfy itself that persons who purport to make any requisition
IJ in accordance with this Deed are entitled to do so and that those who purport to attend or
vote at a meeting or to sign a written resolution are entitled to do so.
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T~ " (CompanyNo. 1088200-V)
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Schedule 6-Terms and conditions of the Sukuk Mudharabah

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1. GENERAL
The Sukuk Mudharabah represented by this certificate form the promissory notes
("Notes") issued by Sunway Treasury Sukuk Sdn. Bhd. (formerly known as Fantastic
Pro link Sdn. Bhd. ), as the Mudharib ("Issuer") and is constituted by a trust deed dated
[**] (Trust Deed) made between the Issuer and Pacific Trustees Berhad (Company No.
317001-A) ("Trustee") as trustee for the legal and beneficial owners of the Sukuk
Mudharabah as the Raab al-mal (''Sukukholders") pursuant to the issuance of Islamic
commercial papers/Islamic medium term notes under the Shariah principle of
Mudharabah pursuant to an Islamic commercial papers/medium term notes programme
of up to RM2.0 billion in nominal value ("Sukuk Programme").
Payments in respect of the Sukuk Mudharabah shall be effected in the manner set out in
the Central Securities Depository and Paying Agency Rules, the Operational Procedures
for Securities Services, the Participation and Operation Rules for Payments and
Securities Services, as modified or revised or substituted from time to time (collectively,
' ., '\
"Rules").
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These conditions include summaries of, and shall be subject to, and shall be without
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prejudice whatsoever to the provisions of the Trust Deed and the Rules. Copies of the
Trust Deed are available for inspection by the Sukukholders at the registered office of the
'I I Trustee being at the date hereof at Unit A-9-8, 9th Floor, Megan Avenue 1, No.189, Jalan
J,i Tun Razak, Off Persiaran Hampshire, 50400 Kuala Lumpur and at the registered address
of the Issuer. The Sukukholders shall be entitled to the benefit of and shall be bound by,
and shall be deemed to have notice of, the provisions of the Trust Deed.
Any expression used in these conditions shall have, unless otherwise defined in these
terms and conditions, the same meanings as given to them in the Trust Deed.
2. FORM AND TITLE

The Sukuk Mudharabah shall be issued in bearer form.
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LJ (A) The Global Certificates
(a) In respect of every Issue Notice (unless the proposed issue is not carried
through in the end):
(1) Islamic Commercial Paper Global Certificate(s) for the Nominal
i Value of the Islamic Commercial Papers stated in or otherwise to
' '
the Islamic Commercial Papers issued thereunder; and/or
(2) Islamic Medium Term Notes Global Certificate(s) for the Nominal
Value of the Islamic Medium Term Notes stated in or otherwise to
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the Islamic Medium Term Notes issued thereunder.
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Ir-1. .
(b) Subject to the Rules, each Global Certificate in relation to each type of
Sukuk Mudharabah in an Issue, shall reflect the amount as stated on the
Issue Notice a:nd shall have a Nominal Value of Ringgit Malaysia One
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1 Thousand (RMl,000) or multiples of Ringgit Malaysia One Thousand
(RMl,000) thereafter.
(c) An Islamic Commercial Paper Global Certificate shall be in the form set
out in Schedule 1 of the Trust Deed, with such modification(s) (if any) as
'.I
the Trustee may from time to time approve.
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' (d) An Islamic Medium Term Note Global Certificate shall be in the form set
out in Schedule 3 of the Trust Deed, with such modification (if any) as the
Trustee may from time to time approve.
(e) The Global Certificates shall be executed by the Issuer under the Issuer's
common seal, affixed in the manner provided by the , Articles of
Facility Agent in accordance with the Programme Agreement dated [**]
made between the Issuer and Kenanga Investment Bank Berhad (Company
No. 15678-H) as the Principal Adviser/Lead Arranger/Facility Agent/Lead
Manager ("Programme Agreement") and the Rules.
(f) A Global Certificate may be issued prior to the Issue Date but
notwithstanding such prior issue, the relevant Sukuk Mudharabah shall be
deemed issued on the Issue Date.
(g) The Global Certificates shall be deposited with the Central Securities
Depository in accordance with the Rules.
(h) The Global Certificates shall be printed or typed and signed in accordance
with provisions of the Trust Deed and have attached to them the conditions
11 in Schedule 6 of the Trust Deed.
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(B) The Definitive Certificates
(a) Subject to the requirements as may be imposed by BNM or any other
regulatory authority (as the case may be) from time to time, if any, each
Definitive Certificate in relation to each type of Sukuk Mudharabah in an
r,
i Issue, shall reflect the amount as stated on the Issue Notice and shall have
a Nominal Value of Ringgit Malaysia One Thousand (RMl,000) or
multiples of Ringgit Malaysia One Thousand (RMI ,000) thereafter, or
such other denominations as the parties hereto may agree from time to
time.
(b) An Islamic Commercial Paper Definitive Certificate shall be in the form
set out in Schedule 2 of the Trust Deed, with such modification (if any) as
L•
' , the Trustee may from time to time approve.
(c) An Islamic Medium Term Note Definitive Certificate shall be in the form
set out in Schedule 4 of the Trust Deed, with such modification (if any) as
the Trustee may from time to time approve.
(d) The Definitive Certificates shall be executed by the Issuer under the
I' , Issuer's common seal, affixed in the manner provided by the Articles of
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Facility Agent in accordance with the Programme Agreement and the
Rules.
(e) Until the Global Certificate has been exchanged for Definitive Certificates,
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' a Sukukholder shall be entitled to the same rights and benefits under the
Trust Deed as if it were the holder of Global Certificates.
3. STATUS
The Sukuk Mudharabah shall constitute direct, unsecured and unconditional
obligations of the Issuer ranking at least pari passu without any preference or
priority amongst themselves and equitable to all other present and future
unsecured and unsubordinated obligations of the Issuer (both actual and
contingent), except:
(a) those obligations which benefit from liens or are subject to rights of set-off
arising in the normal course of business or by operation of law and not by
way of contract, sale or assignment under an asset securitization scheme
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for fund raising and those securities described herein; and
\ , (b) those obligations as may be preferred solely by the laws or Malaysia.
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' 4. VALIDITY
Unless previously purchased and cancelled in accordance with the provisions set
out in the Trust Deed or otherwise satisfied by the Issuer, each Sukuk
Mudharabah when issued and represented by the Global Certificate or Definitive
Certificate shall be evidence of the obligations of the Issuer to pay the
Sukukholders, the sum represented thereby and shall be valid from the Issue Date
T1
,_r until fully redeemed and repaid by the Issuer.
5. PAYMENTS
(a) All payments made by the Issuer to the Sukukholders in respect of the
Sukuk Mudharabah shall be effected in the manner set out in the Rules and
shall be made in Ringgit Malaysia not later than 10.30 a.m. on the relevant
day to the Facility Agent's account with BNM or such other account as the
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Facility Agent may have notified to th~ Issuer. Every payment of money
on the Sukuk Mudharabah made by the Issuer to the Paying Agent in
accordance with the provisions of the Rules shall be in satisfaction of the
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obligations of the Issuer pro tanto under the Trust Deed and the Sukuk
Mudharabah in respect of such payment and discharges the obligations of
the Issuer in respect of that payment, and the Issuer shall not be
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responsible to the Trustee, the Sukukholders or to any other person in any
manner whatsoever for the payment or non-payment of such monies by the
Paying Agent in accordance with the provisions of the Rules.
(b) All payments to the Sukukholders under the Trust Deed shall be paid
without set-off or counterclaim and free and clear of, and without
deduction or withholding for or on account of any present or future taxes,
levies, imposts, duties, fees, assessments or other charges of whatever
nature, unless such deduction or withholding is required by law.

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Sukuk Programme .of up to RM2.0 Billion in
,- ,-', (c) Where the Issuer is required to make a deduction or withholding by law
\ .
under Condition 5(b ), the Issuer shall:
(1) ensure that the deduction or withholding does not exceed the
minimum amount legally required;
(2) forthwith pay to the payee such additional amount so that the net
'r .
i amount received by the payee will equal the full amount which
would have been received by it had no such deduction or
withholding been made;
(3) pay to the relevant taxation or other authorities, within the period
for payment permitted by applicable law, the full amount of the
deduction or withholding; and
(4) furnish to the Facility Agent, upon its request, an official receipt of
the relevant taxation or other authorities involved for all amounts
" . deducted or withheld as aforesaid.
(d) For purposes of determining whether any deduction or withholding is
,.{ ' required by law, the Issuer or the Trustee or both may, inter alia, require a
Sukukholder to furnish evidence satisfactory to them (including a statutory
declaration) to show that the Sukukholder is resident in Malaysia for tax
rr ' purposes.
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6. DISSOLUTION EVENTS
6.1. Dissolution Event relating to the Issuer
Any of the following events relating to the Issuer shall constitute a Dissolution
JJ (a)
Event:
Failure of Payment: At any time, the Issuer fails to pay any amount due
from it under any Sukuk Mudharabah and/or any other amounts due from
it under any of the Transaction Documents on the due date and such
default is not remedied by the Issuer within seven (7) Business Days.
(b) Breach of Obligations: The Issuer does not comply with any provision of
the Transaction Documents or under any undertaking or arrangement
rf entered into in connection therewith (other than a payment obligation
referred under "Failure of payment" above and copi.pliance with the
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financial covenant referred to in clause 7 .3 of the Trust Deed and, in the
case of a failure capable of being remedied, is not remedied to the
satisfaction of the Trustee within thirty (30) days after the earlier of the
Issuer becoming aware of or having been notified in writing by the Trustee
of the event or situation, or such other longer remedy period as may be
agreed between the Trustee and the Issuer.
made by the Issuer in the Transaction Documents or any other document
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delivered by or on behalf of the Issuer under or in connection with any
Transaction Document is or proves to have been incorrect or misleading in
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any material respect when made or deemed to be made.
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(d) Cross-default: Any indebtedness of the Issuer becomes due and is not paid
(after the expiry of any originally applicable grace period) or is capable of
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-, -, SUNWAY TREASURY SUKUK SDN. BHD.
\ (Company No. 1088200-V)
being declared due prematurely by reason of a default or a Dissolution
Event (however described).
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of all or any part of the assets of the Issuer or distress or any form of
execution is levied or enforced upon or sued out against any such assets
and is not discharged within sixty (60) days after being levied, enforced or
sued out or any security interest which may for the time being affect any
of the assets of the Issuer becomes enforceable which in the reasonable
(f) Winding Up:
(1) the Issuer convenes a meeting of its creditors or proposes or makes
or enters into any arrangement (including a scheme of arrangement
under Section 176 of the Companies Act) or composition with, or
any assignment for the benefit of, its creditors (other than for the
N
purposes of and followed by a reconstruction previously approved
in writing by the Trustee, unless during or following such
,,
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reconstruction the Issuer becomes or is declared to be insolvent) or
rr' l a petition is presented or a meeting is convened for the purposes of
considering a resolution for the winding-up of the Issuer or a
winding-up order is made against the Issuer unless such petition is
contested in good faith and set aside within thirty (30) days (or
'j ; such longer period as may be agreed by the Trustee) from the date
,,")
of service of such winding-up petition, or if a winding-up order has
been made against it or any event occurs by virtue of which the
Issuer may be dissolved pursuant to the documents which establish
lJ the constitution of the Issuer or pursuant to which the courts of
Malaysia or any other competent court would be entitled to order
JJ the dissolution of the Issuer or a moratorium is agreed or declared
in respect of or affecting all or a material part of or a particular type
·1 '" of the indebtedness of the Issuer.
,,I )
(g) Material Adverse Change: Any event or series of event has occurred or
which might occur and which, in the opinion of the Trustee will result in
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the occurrence of a Dissolution Event or would have a Material Adverse
l\_··' j
E~ct. !
(h) Invalidity or Illegality: any provision of the Transaction Documents is or
\....'-_,
becomes or is alleged by or on behalf of the Issuer to be, for any reason,
invalid, unenforceable or unlawful and would have a material adverse
effect on the Issuer's ability to perform its obligations under the
L'",.
Transaction Documents, or the Issuer purports to repudiate any provision
of the Transaction Documents.
(i) Legal Proceedings: The Issuer fails to satisfy any judgement or award
exceeding RM30 million passed against it by any court or tribunal of
competent jurisdiction within thirty (30) Business Days and no appeal
against such judgement or award has been made to any appropriate
appellate court within the time prescribed by law or such appeal has been
dismissed.
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(j) License: there is a revocation, withholding or modification of a license,
authorization or approval that impairs or prejudices the Issuer's ability to
comply with the terms and conditions of the Transaction Documents or the
Sukuk Mudharabah or any other document relating to the issue offer or
invitation in respect of the Sukuk Mudharabah.
6.2. Dissolution Event relating to Sunway and/or its Material Subsidiaries
Any of the following events relating to Sunway and/or its Material Subsidiaries
shall constitute a Dissolution Event:
(a) Non-payment: There is a default by Sunway in payment of any amount
due under the Transaction Documents on the due date, or if_ so payable on
demand.
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(b) Breach of Obligations: Sunway does not comply with any provision of the
Transaction Documents to which it is a party (other than the payment
,,., -.
obligation referred to in Condition 6.2(a) above and compliance with the
financial covenant referred to in clause 7 .3 of the Trust Deed) and, in the
case of a failure capable of being remedied, is not remedied to the
satisfaction of the Trustee within thirty (30) days after the earlier of
\ ' Sunway becoming aware of or having been notified in writing by the
Trustee of the event or situation, or such other longer remedy period as
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I ; may be agreed between the Trustee and Sunway.
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.I, I~ made by Sunway in the Transaction Documents to which it is a party or
any other document delivered by or on behalf of Sunway under or in
J,i connection with any Transaction Documents to which it is a party is or
proves to have been incorrect or misleading in any material respect when
TJ made or deemed to be made.
(d) Cross-default: Any indebtedness of Sunway or any of the Material
Subsidiaries becomes due and is not paid (after the expiry of any originally
JJ applicable grace period) or is capable of being declared due prematurely
by reason of a default or a Dissolution Event.
otherwise) or officer similar to any of the foregoing is appointed in
i respect of all or any part of the assets of Sunway or any of the Material
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Subsidiaries or distress or any form of execution is levied or enforced
upon or sued out against any such assets and is· not discharged within sixty
(60) days after being levied, enforced or sued out or any security interest
which may for the time being affect any of the assets of Sunway or any of
the Material Subsidiaries becomes enforceable which in the reasonable
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(f) Winding Up: Sunway or any of the Material Subsidiaries convenes a
meeting of its creditors or proposes or makes or enters into any
arrangement (including a scheme of arrangement under Section 176 of the
Companies Act) or composition with, or any assignment for the benefit of,
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its creditors (other than for the purposes of and followed by a
L_ ..
reconstruction previously approved in writing by the Trustee, unless
during or following such reconstruction Sunway or any of the Material
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Subsidiaries becomes or is declared to be insolvent) or a petition is
presented or a meeting is convened for the purposes of considering a
resolution for the winding-up of Sunway and/or the Material Subsidiaries
or a winding-up order is made against Sunway and/or the Material
Subsidiaries unless such petition is contested in good faith and set aside
within thirty (30) days (or such longer period as may be agreed by the
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Trustee) from the date of service of such winding-up petition, or if a
winding-up order has been made against it or any event occurs by virtue of
which Sunway and/or the Material Subsidiaries may be dissolved pursuant
,, '
to the documents which establish the constitution of Sunway and/or the
Material Subsidiaries or pursuant to which the courts of Malaysia or any
other competent court would be entitled to order the dissolution of Sunway
and/or the Material Subsidiaries or a moratorium is agreed or declared in
respect of or affecting all or a material part of or a particular type of the
indebtedness of Sunway and/or the Material Subsidiaries.
(g) Invalidity or Illegality: any provision of the Transaction Documents to
which it is a party is or becomes or is alleged by or on behalf of Sunway to
be, for any reason, invalid, unenforceable or unlawful and would have a
material adverse effect on the Issuer's ability to perform its obligations
under the Transaction Documents to which it is a party, or Sunway
purports to repudiate any provision of the Transaction Documents to
which it is a party.
(h) Legal Proceedings: Sunway or any of the Material Subsidiaries fails to
satisfy any judgment exceeding RM30 million passed against it by any
court or tribunal of competent jurisdiction within thirty (30) business days
and no appeal against such judgment or award has been made to any
appropriate appellate court within the time prescribed by law or such
appeal has been dismissed.
6.3 Consequences of Dissolution Event
Upon the occurrence of any Dissolution Event, whether or not such event is
continuing, the Trustee may at its sole and absolute discretion, and shall if so
directed by the Sukukholders by way of Special Resolution and subject to it being
indemnified to its satisfaction by the Sukukholders, declare by notice in writing to
the Issuer that a Dissolution Event has occurred and notwithstanding the Maturity
Date stated on the Sukuk Mudharabah, and provided that the Issuer shall only be
liable to pay and/or repay the Default Outstanding Amount together with all other
amounts payable by the Issuer under the Transaction Documents and all other
sums payable to the Sukukholders under this Deed and other Transaction
\._~ I
Documents, shall then become immediately due and payable.
Simultaneously with the declaration of a Dissolution Event, the Trustee shall:
(a) by notice to the Issuer, the Central Securities Depository and the Paying
Agent (copied to the Facility Agent), require the Central Securities
Depository and the Paying Agent:
(1) to act only in accordance with the instructions of the Trustee in
relation to payments to be made by or on behalf of the Trustee
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\._.· under the Trust Deed on the terms and conditions of the Rules;

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'( ' (2) to hold all Sukuk Mudharabah on behalf of the Sukukholders in
accordance with the instructions of the Trustee; and
(f 1
(3) to deliver all cancelled Sukuk Mudharabah, and all sums, records
\
and other documents in relation to the Sukuk Mudharabah to the
Trustee or as the Trustee may direct provided that such notice shall
be deemed not to apply to any documents or records which the
Central Securities Depository or the Paying Agent is obliged not to
release by any law or regulation;
(b) by notice in writing to the Issuer, the Central Securities Depository and the
' ~ ' . Paying Agent (copied to Facility Agent), require the transfer of all sums
held by the Paying Agent in respect of the Sukuk Mudharabah to or to the
order of the Trustee and require the Issuer to make all subsequent
payments in respect of the Sukuk Mudharabah to the order of the Trustee
and not the Paying Agent, and to further require that any sums remaining
or not transferred by the Paying Agent shall be held on trust by the Trustee
in favour of the Sukukholders; and
r< (c) without further notice to the Issuer, institute such proceedings and take
such steps as it may think fit, including enforcing all or any of the rights
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and/or remedies under this Deed, the Sukuk Mudharabah or the other
r\ Transaction Documents to recover the Default Outstanding Amount
!
,,' together with all other amounts payable by the Issuer under the
'
Transaction Documents.
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6.4 Sukukholders' limited direct right of enforcement
(a) Only the Trustee may pursue the rights and remedies available under the
J] general law or under the Trust Deed to enforce the rights and/or remedies
of the Sukukholders.
(b) No Sukukholder is entitled to pursue the rights and/or remedies available
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under the general law or under the Trust Deed unless the Trustee having
become bound to do so in accordance with the terms of the Trust Deed
fails to do so within thirty (30) days from the date it is bound to pursue
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such rights and/or remedies.
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(c) No Sukukholder shall be entitled to require or compel the Trustee to take

/ any action otherwise than in accordance with this Deed or to take any
1_' ,-
action itself which the Trustee would not be entitled to take under the
Trust Deed.
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7. PROSCRIPTION
" ' Claims in respect of a Sukuk Mudharabah shall be deemed to have been
abandoned and shall become void unless made within six (6) years from the
Maturity Date of that Sukuk Mudharabah, or, if the Issuer does not make the
funds necessary to make such payment available on the due date, then within a
period of six (6) years from the date on which such funds are so made available
and the Paying Agent gives notice thereof to the Sukukholders in accordance with
the provisions of the Trust Deed or the Rules, whichever is later.
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'! (Company No. 1088200-V)
'\ ' 8. DEEMED PAYMENT AND UNCLAIMED MONEYS
(a) In the event that payment of the Sukuk Mudharabah is not made through
1,-, the Paying Agent and the Sukukholder of the Sukuk Mudharabah which
l ' the Issuer is ready to pay off or satisfy fails to claim or accept the
redemption moneys due to that Sukukholder within thirty (30) days after
the due date for redemption of such Sukuk Mudharabah, the Issuer shall at
the request of the Trustee be at liberty to deposit with a bank in the trust
account name of the Trustee or pay to the Trustee the amount due to that
Sukukholder and upon such deposit or payment being made, the relevant
Sukuk Mudharabah shall be deemed to have been paid off or satisfied by
the Issuer in accordance with the provisions of the Trust Deed.
(b) The Trustee shall deal with any money deposited or paid in accordance
with Condition 8(a) in accordance with the Unclaimed Moneys Act, 1965.
The obligations of the Trustee in respect of any such moneys ceases upon
the payment of such moneys to the Consolidated Trust Account m
accordance with the provisions of the Unclaimed Moneys Act, 1965.
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ti. '' 9. MEETING OF SUKUKHOLDERS
ri (a) The Issuer may, at any time, convene a meeting of the Sukukholders to
i determine or discuss any matters relating to the Sukuk Mudharabah.
{ .:
(b) The Issuer shall, on the application of persons holding at least one-tenth in
Nominal Value of the Outstanding Sukuk Mudharabah delivered to its
'J i'-
..... ;) registered office, summon a meeting of the Sukukholders:
(1) to consider the accounts and balance sheet which were last lodged
JJ (2)
with the Trustee by the Issuer; and
to give to the Trustee directions in relation to the exercise of the
11
l )
(c)
Trustee's powers.
The Issuer shall give notice of the meeting to the Sukukholders and the
Trustee (save and except where the Trustee is to be removed) in
~L accordance with the provisions of Condition 10 and Schedule 5 of the
Trust Deed. The meeting shall be held at a time and place specified in the
r' 1 notice and in accordance with the provisions of Schedule 5 of the Trust
Deed.
l' . _)
10. NOTICES
10.1 Notice
(a) Any notice or other communication to be given under or in respect of this
Deed to the Trustee or to the Issuer shall be in writing and may be given:
(1) by hand;
(2) by ordinary post or registered post or express postal service,
postage prepaid; or
\,. __ j (3) by facsimile transmission.

11
\ .

(b) A notice or other communication (including, but not limited to a request,
demand, consent or approval) to the Issuer or to the Trustee:
(1) shall be addressed as shown below:
,r ,
\
(A) if to the Issuer:
Attention The Company Secretary
Address Level 16 Menara Sunway
Jalan Lagoon Timur
Bandar Sunway
4 7 500 Subang Jaya
Selangor
(
Facsimile No. 03-56399507
I, '·.
(B) if to the Trustee:
Attention Chief Executive Officer
Address Pacific Trustees Berhad
Unit No. A-9-8, 9th Floor,
Megan Avenue 1, No. 189,
... I.
Jalan Tun Razak, ·

Off Persiaran Hampshire,
50400 Kuala Lumpur
Facsimile No. : +603 - 2166 3830
or to any other address specified by a party to the sender by notice

ll \..
in writing; and
(2) shall be signed by an authorised officer, or be under the common
D 10.2 Deemed Service

seal of the sender.
Any notice, communication, certificate or other document to be given to

Sukukholders, the Trustee or the Issuer under or in respect of the Trust Deed or
,'
the Sukuk Mudharabah is deemed to be given by the sender and received by the
~ddressee:
' '
'-; '
(a) if by an advertisement addressed to all Sukukholders in an English
language and a Malay language daily newspapers circulating generally
I
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L __;
throughout Malaysia, on the date of publication of the advertisement;
I
(b) if it is sent by hand, when delivered to the addressee provided that the
I
delivery is made by 5.00 pm on a Business Day;

L' .. 1
(c) if it is sent by normal or prepaid registered post, upon receipt by the
recipient;
(d) if it is sent by facsimile, immediately after transmission thereof and
confirmed by the transmission report that such facsimile has been received
in full and without error and any facsimile transmission received after 5.00
p.m. shall be deemed to have been received on the next Business Day, if

\ .:
,,I•' SUNWAY TREASURY SUKUK SDN. BHD.

'(. the date of transmission is not a Business Day, then the notice by facsimile
shall be deemed to be served on the immediately following Business Day.
10.3 Proof of Service
'( ...
In proving the giving of a notice or any other document under or in respect of the·
Trust Deed it shall be sufficient to show:
'( (a) in the case of post, that the notice or other document was duly addressed,
\
marked for the attention of the designated person and posted; or
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(b) in the case of facsimile transmission, that the notice· or other document,
·,
marked for the attention of the designated person, was duly transmitted
from the despatching terminal as evidenced by a transmission report
'· generated by the despatching terminal.
' . 11. INVALIDITY AND SEVERABILITY

'
If any provision of the Trust Deed is or may become under any written law, or is
' .
found by any court or tribunal or administrative body of competent jurisdiction to
'l
be illegal, void, invalid, prohibited or unenforceable, then:
(a) such provision shall be ineffective to the extent of such illegality,
voidness, invalidity, prohibition or unenforceability;
(b) the remaining provisions of this Deed shall remain in full force and effect;
and
(c) the parties shall use their respective best endeavours to negotiate and agree
to a substitute provision which is valid and enforceable and achieves to the
greatest extent possible the economic, legal and commercial objectives of
11
''
such illegal, void, invalid, prohibited or unenforceable term, condition,
stipulation, provision, covenant or undertaking.
11
\,
12. LAW AND JURISDICTION
The Sukuk Mudharabah shall be governed by and construed in all respects in accordance
with the laws of Malaysia and the parties hereby submit to the exclusive jurisdiction of
I
the Courts of Malaysia in Kuala Lumpur and irrevocably and unconditionally waive any
r,
right to invoke any claims of an inconvenient forum in relation to proceedings brought in
1
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L.i such courts .
13. ISSUE/SELLING RESTRICTIONS

,, Each of the following restrictions shall be observed in relation to issues, offers, sales or
delivery of the Sukuk Mudharabah:
(a) Selling Restrictions at Issuance
The Sukuk Mudharabah may not be offered, sold or delivered, directly or
indirectly, nor may any document or other material in connection therewith be
distributed in Malaysia, other than to persons falling within Schedule 6 or
L
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;
. subsection 229(1)(b) and Schedule 7 or subsection 230(1)(b) read together with
Schedule 9 or subsection 257(3) of the CMSA, and to whom any issue, offer or
i
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invitation to subscribe for or purchase the Sukuk Mudharabah does not constitute
and offer to the public within Section 4(6) of the Companies Act 1965.
(b) Selling Restrictions Thereafter
'I
' The Sukuk Mudharabah may not be offered, sold or delivered, directly or
indirectly, nor may any document or other material in connection therewith be
1 distributed in Malaysia, other than to persons falling within Schedule 6 or Section
,;
229(1)(b) read together with Schedule 9 or Section 257(3) of the CMSA, and to ·
whom any issue, offer or invitation to subscribe for or purchase the Sukuk
t'
) Mudharabah does not constitute and offer to the public within Section 4(6) of the
Companies Act 1965.
( '
(c) Save as otherwise expressly authorised by any applicable law, no person may
issue any prospectus, circular or other offering material (except an information
memorandum registered with the Securities Commission under the CMSA) or
make any public announcement, general solicitation or general advertising in
connection with the issue, offer, purchase or resale of any Sukuk Mudharabah
unless such material has been previously authorised to be published by the Issuer
t•,
, ' for any such purpose.
(d) A Sukukholder shall not offer, sell, transfer, or otherwise dispose of all or any
part of its legal or beneficial interest in the Sukuk Mudharabah to any person
f'
i I unless:
(1) such offer, sale, transfer or disposition is subject to the condition that such
person undertakes to observe the restrictions set out in this Condition 13,
li
'C.)
including the requirement in paragraph (c) of this Condition 13 to impose
similar restrictions on any subsequent Sukukholder; and
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(2) the Sukukholder gives to such person a written notice of the terms of the
restrictions contained in this Condition 13.
(e) In addition and without prejudice to the foregoing paragraphs of this
Condition 13, a Sukukholder shall observe and comply with all applicable laws
and regulations in any jurisdiction (including Malaysia) in connection with any
( i offer, sale, distribution or delivery of the Sukuk Mudharabah or any documents or
! materials in connection therewith.
! ~. /
, '
'
.
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Schedule 7 - Issue/Selling Restrictions
Each of the following restrictions shall be observed in relation to issues, offers, sales or delivery
of the Sukuk Mudharabah:
ri'
I
(a) Selling Restrictions at Issuance
..
r.
The Sukuk Mudharabah may not be offered, sold or delivered, directly or indirectly, nor
may any document or other material information in connection therewith be distributed
'
in Malaysia, other than to persons falling within Schedule 6 or subsection 229(1 )(b) and
Schedule 7 or subsection 230(1)(b) read together with Schedule 9 or subsection 257(3) of
,,I' '
the CMSA, and to whom any issue, offer or invitation to subscribe for or purchase the
' J Sukuk Mudharabah does not constitute an offer to the public within Section 4(6) of the
Companies Act.
(b) Selling Restrictions Thereafter
The Sukuk Mudharabah may not be offered, sold or delivered, directly or indirectly, nor
,·,.,' '
may any document or other material information in connection therewith be distributed
\ .
' ! in Malaysia, other than to persons falling within Schedule 6 or subsection 229(1)(b) read
( . together with Schedule 9 or subsection 257(3) of the CMSA, and to whom any issue,
IJ
! offer or invitation to subscribe for or purchase the Sukuk Mudharabah does not constitute
' , an offer to the public within Section 4(6) of the Companies Act.
( 1
(c) Save as otherwise expressly authorised by any applicable law, no person may issue any
''l .Ji prospectus, circular or other offering material (except an information memorandum
' J
registered with the Securities Commission under the CMSA) or make any public
announcement, general solicitation or general advertising in connection with the issue,
'D
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offer, purchase or resale of any Sukuk Mudharabah unless such material has been
previously authorised to be published by the Issuer for any such purpose.
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(d) A Sukukholder shall not offer, sell, transfer, or otherwise dispose of all or any part of its
legal or beneficial interest in the Sukuk Mudharabah to any person unless:
<\
(1) such offer, sale, transfer or disposition is subject to the condition that such person
')'
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undertakes to observe the restrictions set out in this Schedule 7, including the
requirement in paragraph (c) of this Schedule 7 to impose similar restrictions on
any subsequent Sukukholder; and
I
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(2) the Sukukholder gives to such person a written notice of 'the terms of the
restrictions contained in this Schedule 7.
\__J
' ! (e) In addition and without prejudice to the foregoing paragraphs of this Schedule 7, a
Sukukholder shall observe and comply with all applicable laws and regulations in any
jurisdiction (including Malaysia) in connection with any offer, sale, distribution or
L.J
delivery of the Sukuk Mudharabah or any documents or materials in connection
therewith.
\__,
[The reniainder of this page is intentionally left blank]
'/

t; . ·'
i 'f' Schedule 8 - Early Redemption of the Sukuk Mudharabah
rf Price payable by the Issuer in the event of early redemption:
For ICPs
'i Price payable= Nominal value of the ICPs.
ForlMTNs
r'
Price payable= the higher of NV or the ERS.
Each series of the Sukuk Mudharabah shall be redeemed (in whole but not in part). For
"' avoidance of doubt, a series of Sukuk Mudharabah is defined as the Sukuk Mudharabah with the
I
same issue date arid maturity date.
' I
';
Where:
I
Early Date for the early redemption.

f
Redemption
I
Date
(
"1 NV Aggregate nominal value of the Sukuk Mudharabah to be redeemed,
l ,
expressed in RM.
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'I 'I Early Redemption Sum, shall be calculated by the Facility Agent based on the
ERS
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I ! following formula and the ·calculation of the Facility Agent shall be final and
binding:
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ERS = (NV x ERP)
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Profit
100
Original Profit Rate for each series of the Sukuk Mudharabah expressed as a
1 percentage per annum.
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Reference MGS plus Spread.
'
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Reference Reference MGS shall be the MGS rates for the tenure which is equal to the
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MGS remaining tenure of the series and shall be determined prior to the redemption
of the IMTNs from:
l
\,_ __ j (a) the latest consolidated Government Securities Rates (Conventional)
published by BNM daily, two (2) business days prior to the early
redemption notice; or
L'
(b) if (a) above is not available, the arithmetic average of the mid-rates
quoted by any five (5) principal dealers, two (2) business days prior to
l
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, early redemption notice date or in the case where the rate for a
particular tenure is not available directly, then such a rate shall be
extrapolated on a linear basis using the available arithmetic average
I
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' mid-rates;
Provided that if the remaining tenure of the series is not an integer, the

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r:' (CompanyNo. 1088200-V)
'f 1 Reference MGS shall be the arithmetic mean of the rates of the two nearest
\ tenures derived from (a) or (b) above.
r1 ' ', Spread Spread expressed as basis point (bps) shall be determined prior to the issuance of the
Sukuk Mudharabah as follows:
Remaining years to maturity Spread (bps)

Ratin2AA3 Rating Al RatingA2 Rating A3
1.0 [• 1 [• 1 [• 1 [• 1
2.0 [• 1 [• 1 [• 1 [• 1
3.0 [• 1 [• 1 [• 1 [• 1
4.0 [• 1 [• 1 [• 1 [• 1
..
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5.0 [• 1 [• 1 [• 1 [. 1
6.0 [• 1 [• 1 [ ] [• 1
,,;
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' 7.0 [• 1 [ • 1 [ ] [• 1
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ERP Early redemption price per RMl00.00 (2 decimal places) subject to a minimum of
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RMl00.00, calculated as follows:
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r) (i) For IMTNs with Periodic Distribution:

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\_ j ERP=
[ 100
[l+YTMR/2](N-l)+(SITJ
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+
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N
[lOOx(profit/2)]
[l+YTMR/2](k-l)+(SITJ J[
-
!!_x lOOxprofit
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N Number of Periodic Distribution Date(s) between maturity date and Early
Redemption Date, inclusive of both the maturity date and Early Redemption
Date.
1
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J S Number of days from the Early Redemption Date to the immediate next
Periodic Distribution Date.
rf
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T Number of days between the immediate preceding Periodic Distribution Date
(from the Early Redemption Date) to the immediate next Perio~ic Distribution
'/ Date (following the Early Redemption Date).
'
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U Number of days from the immediate preceding Periodic Distribution Date
r! (from the Early Redemption Date) to the Early Redemption Date.
l__,
(ii) For MTNs without Coupon Payment:
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ERP= 100
[1 + YTMR/2 ]CM-1)+(V/llv,i
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' M : Number of Subsequent Dates betWeen the Early Redemption Date and the

I
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maturity date, inclusive of both the Early Redemption Date and the maturity
date.
"Subsequent Date(s)" means the date(s) which shall fall on the last day of the
successive six (6) month periods ("Subsequent Period"), the first period of
which shall commence on the issue date.
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v Number of days from the Early Redemption Date to the immediate next
Subsequent Date.
W Number of days in the Subsequent Period within which the Early Redemption
Date falls.
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I f' SUNWAY TREASURY SUKUK SDN. BHD.
!' Sukuk Programme of up to RM2.0 Billion in nominal
value - Trust Deed
fl
I Executed:
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Issuer
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' The common seal of
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Sunway Treasury Sukuk Sdn Bhd (formerly known as Fantastic Pro/ink Sdn Bhd)
''
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(Company No. 1088200-V) cs
!. is affixed to this document
in the presence of:
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Director * :Q.il;eetor/ Secretary
Name: ii~POHCHAN
I: Name:
Wan Kim Aun
NRIC No.:
'
. ffl00929-1 t, l f.ll9'0fl29-10-e1vo NRICNo.:
620612·07·'423
llli001l29-1v '
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*Delete whichever is inapplicable ')
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Trustee
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)f{ichard Lim Hock Seng &
Signed by AChow Kah Wai
as Attorneys for and on behalf of
t1y)
Pacific Trustees Berhad RICHARD LIM H°'SENG
l , NRIC No. 711005-05-5467
(Company No. 317001-A)
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in the presence of:
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Witness Christine Chan Ee Yin Name

.i ' CHOWKAH I
Peguambela clan Pcgu::imcara
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Name: Advocate and Solicitor NRIC No.: NRIC No. 64103
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NRICNo.: Kuala Lun1pur
No. BC/C/1619
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Lee Hishammuddin Allen & Gledhill Execution Page

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02 Sunway Treasury Sukuk SDN BHD - Trust Deed

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02 Sunway Treasury Sukuk SDN BHD - Trust Deed

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lI .

r '. - ' "

Sunway Treasury Sukuk Sdn Bhd

'[ "J and

Il (Company No. 317001-A)

Tel: +603 2161 2330

1 Definitions and interpretation 2

SUNWAY TREASURY SUKUK SDN. BHD.

8.1 Dissolution Event relating to the Issuer 34

9 Remedy for default 38

'.Jl 10 Application of moneys 40

11 Trustee's Reimbursement Account 40

I1 12 Notice of payment by Trustee 41

Lee Hishammuddin Allen & Gledhill page ii

- SUNWAY TREASURY SUKUK SDN. BHD.

19 Trustee may act through responsible officers 48

20 Continued validity of Trustee's powers 48

21 General indemnity of Trustee 48

r\ ) 23 Authorisation and waiver of breaches 49

'( 1 26 Reorganisation of Trustee 51

28 Appointment of new, separate or co-trustee 52

Lee Hishammuddin Allen & Gledhill page iii

SUNWAY TREASURY SUKUK SDN. BHD.

33 Execution and counterparts 57

I1 38 Variation of the Mudharabah Agreement 58

39 Stamp duty declaration 58

Lee Hishammuddin Allen & Gledhill page iv

The parties agree as follow:

1 Definitions and interpretation

Lee Hishammuddin Allen & Gledhill page 2

SUNWAY TREASURY SUKUK SDN. BHD.

indebtedness arising from Islamic Financing, the amount to be taken into

provided to the Sunway Group in relation to advances made to the

Lee Hishammuddin Allen & Gledhill page 3

SUNWAY TREASURY SUKUK SDN. BHD.

Default Outstanding Amount means the Nominal Value of all Outstanding

Lee Hishammuddin Allen & Gledhill page 4

Islamic Medium Term Notes Definitive Certificates means the definitive

Lee Hishammuddin Allen & Gledhill page 5

SUNWAY TREASURY SUKUK SDN. BHD.

Lee Hishammuddin Allen & Gledhill page 6

Lee Hishammuddin Allen & Gledhill page 7

Permitted Security means -

-! (c) hire purchase transactions;

Lee Hishammuddin Allen & Gledhill page 8

SUNWAY TREASURY SUKUK SDN. BHD.

Lee Hishammuddin Allen & Gledhill page 10

SUNWAY TREASURY SUKUK SDN. BHD.

l' successor in such capacity.

Lee Hishammuddin Allen & Gledhill page 11

SUNWAY TREASURY SUKUK SDN: BHD.

'I : the Subscription Agreement;

Lee Hishammuddin Allen & Gledhill page 12

(11) any statutes, statutory provisions, regulations, directives or treaties

Lee Hishammuddin Allen & Gledhill page 13

Lee Hishammuddin Allen & Gledhill page 14

3.3 Certificate, Issue Date etc

Lee Hishammuddin Allen & Gledhill page 15

Lee Hishammuddin Allen & Gledhill page 16

(b) For avoidance of doubt, a series of Sukuk Mudharabah is defined as Sukuk

3.14 Al-Kafalah Guarantee

Lee Hishammuddin Allen & Gledhill page 17