Our Reference: LTIP/RS08/2022

20 July 2022

Thinesh A/L Saseetharan

93000305
961208-10-6123
B74 TNB Energy Services

Dear Sir/Madam,

Long Term Incentive Plan For The Eligible Employees Of Tenaga Nasional Berhad And Its Subsidiaries
And The Executive Directors Of Tenaga Nasional Berhad:
Letter Of Offer
1. On 30 April 2015, Tenaga Nasional Berhad (“Company”) implemented the Long-Term Incentive Plan
(“LTIP Scheme”) for the eligible employees of the Company and its subsidiaries and the executive
directors of the Company. We are pleased to inform you that you have been nominated by a committee
authorised by the Board of Directors to administer the Scheme (the “LTIP Committee”) to participate in
the Scheme effective 20 July 2022 subject to the terms and conditions as stipulated in this letter of offer
(“Letter of Offer”) and the By-Laws of the Scheme (“By-Laws”).

2. Your acceptance of this offer (“Offer”) pursuant to this Letter of Offer will entitle you to receive new
ordinary shares in the Company (“Shares”) pursuant to a Restricted Share Grant (“RS Grant”) upon the
terms and conditions as set out in this Letter of Offer and the By-Laws. Please note that this Offer is
personal to you and is not assignable in any manner whatsoever to any other person.

3. The Shares to be allotted to you under the RS Grant shall vest to you in accordance with the provisions
of the By-Laws and the schedule attached to this letter. Any balance of shares under a RS Grant which
have not vested by the relevant vesting dates as stipulated in the vesting schedule attached (which is
appended hereto as Appendix I) shall lapse and become null and void, unless extended by the LTIP
Committee in its sole discretion.

4. The duration of the Scheme is for a term of 10 years commencing 30 April 2015. Thereafter all Shares
under the RS Grant which have not vested shall forthwith lapse upon the expiry of the Scheme.

5. If you accept this Offer, you must complete the enclosed Acceptance Form, and submit the same to the
Company through the Company's Employee Self-Service online platform together with a non-refundable
sum of RM1.00 as consideration for this Offer no later than 19 August 2022, 31 days from date of this
letter or such later date(s) as may be extended by the LTIP Committee at its sole discretion. Failure to
submit the Acceptance Form by the stipulated date or such later date(s) as may be extended by the LTIP
Committee will cause this Offer to automatically lapse.

6. You are required to declare to the Company and confirm that you are not a person connected with any
director, any major shareholder and/or the chief executive officer, of the Company (“Connected
Person”) as of the date of your acceptance of this offer and you shall undertake to immediately inform
the Company in the event that you become a Connected Person at any time from the date you accept
this offer up to the expiry of the Scheme or the cessation of your employment with us, whichever earlier.
For your reference, the criteria of a Connected Person are further described in Appendix II appended
hereto.

7. If there is any taxable income arising from your participation in the Scheme, you are required to report
such taxable income in your Annual Tax Return (Form B/BE/M) and file the same with the relevant tax
authorities. The quantum of the taxable income, if any, will be computed and set out in the EA Form to
be prepared by the Company. Any tax payable on the RS Grant will be your responsibility. The modes of
payment in accordance to the Malaysian Income Tax Act, 1967 are detailed out in the Acceptance Form.

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8. This letter is to be read together with the By-Laws and unless otherwise defined, the definitions used in
this Letter of Offer shall have the same meanings as those set out in the By-Laws. In the event of any
inconsistency, the provisions of the By-Laws (including any amendment thereto) shall prevail. A copy of
the By-Laws is available for your inspection at the registered office of the Company during normal
business hours and will remain available for inspection throughout the duration of the Scheme.

9. In the event of any inconsistency between the English and the Bahasa Malaysia version of this letter of
offer, the English version shall prevail.

Yours faithfully,

Datuk Ir. Baharin bin Din

President/Chief Executive Officer

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 Appendix I
Vesting Schedule
(RS Grant)

Details of your entitlement:

The total number of the Shares to be allocated to you under the RS Grant shall be 900 ordinary shares of
RM1.00 each in the Company, in the following tranches, and each tranche shall vest on the following vesting
year provided that the vesting conditions set out below are satisfied in relation to such tranche:

Tranche No. Of Shares That Vesting Year Vesting Conditions

May Vest
1 300 Unit
2 300 Unit
3 300 Unit
2023 Achieve 70% of company's budgeted PAT and
approved individual KPI target for each vesting
period;
Approved subsidiary's performance.
2024 Achieve 70% of company's budgeted PAT and
approved individual KPI target for each vesting
period;
Approved subsidiary's performance.
2025 Achieve 70% of company's budgeted PAT and
approved individual KPI target for each vesting
period;
Approved subsidiary's performance.

Total 900 Unit n/a n/a

The vesting conditions may be changed or modified by the LTIP Committee in its discretion. Prior to each vesting
year stipulated above, the performances of the Company and the Grantee will be assessed by the LTIP
Committee against the vesting conditions to determine whether the Shares shall vest.

All Shares under the relevant tranche of the RS Grant which have not vested by the relevant vesting years above
shall lapse and become null and void, unless the vesting of the same is extended by the LTIP Committee in its
sole discretion.

The provisions of this Schedule are subject always to the terms of the By-Laws.

You are required to open an Individual CDS account at any Bank/Investment Company and update the CDS
account number in ESS portal (LTIP module - CDS account maintenance). Those with no access to ESS, can
submit the CDS account number to Unit Pentadbiran Saham, Company Secretary Department, TNB. Failure to
do so shall result in forfeiture of shares during vesting process.

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 Appendix II
Definitions

Definition of “Connected Person”

1. A person is deemed as a Connected Person if such person falls under any one of the following
categories:
(a) a family member (as defined below) of a director or a major shareholder of the Company;
(b) a trustee of a trust (other than a trustee for a share scheme for employees or pension scheme)
under which a director or a major shareholder of the Company, or a family member of a director
or a major shareholder of the Company, is the sole beneficiary;
(c) a partner of a director or a major shareholder of the Company, or a partner of a person
connected with that director or a major shareholder of the Company;
(d) a person who is accustomed or under an obligation, whether formal or informal, to act in
accordance with the directions, instructions or wishes of a director or a major shareholder of the
Company;
(e) a person in accordance with whose directions, instructions or wishes a director or a major
shareholder of the Company is accustomed or is under an obligation, whether formal or
informal, to act;
(f) a body corporate or its directors which/who is/are accustomed or under an obligation, whether
formal or informal, to act in accordance with the directions, instructions or wishes of a director
or a major shareholder of the Company;
(g) a body corporate or its directors whose directions, instructions or wishes a director or a major
shareholder of the Company is accustomed or under an obligation, whether formal or informal,
to act;
(h) a body corporate in which a director or a major shareholder of the Company, or persons
connected with him are entitled to exercise, or control the exercise of, not less than 15% of the
votes attached to voting shares in the body corporate; or
(i) a body corporate which is a related corporation.

Definition of “family member”

2. A person is considered as a family member of a director or a major shareholder of the Company if such
person falls within any one of the following categories:
(a) spouse;
(b) parent;
(c) child including an adopted child and step-child;
(d) brother or sister; or
(e) spouse of the person referred to in paragraphs 2(c) to 2(d) above.