SAMPLE OF CLAUSES TO BE INCLUDED IN THE CONSTITUTION FOR THE

ISSUANCE OF NON-CUMULATIVE CONVERTIBLE PREFERENCE SHARES (“NCCPS”)

SPECIAL RESOLUTION - AMENDMENTS TO THE CONSTITUTION

The following is the new Clause No. 7 of the Constitution of the Company:-

7.1. “​Business Day​” means any day except Saturday, Sunday and any day in Malaysia
or Singapore on which licensed and commercial banking institutions are required by
law or other governmental action to be closed.

“​Distributable Profits​” means, in relation to a Dividend Payment Date, the profits

available to the Company for distribution as a dividend in compliance with applicable
law or regulation and by reference to the then most recent annual audited profit and
loss accounts and balance sheet of the Company.

“​Dividend Payment Date​” means ​<<Dividend Date 01>> ​and ​<<Dividend Date
02>> ​each year throughout the prescribed tenure of the NCCPS (or if any such date
is not a Business Day, the next following Business day in the same calendar month
(if there is one) or the immediately preceding Business Day (if there is none) and the
final Dividend Payment Date being the Final Redemption Date (or such other date(s)
as may be prescribed by the Directors prior to the allotment of the NCCPS.

“​Effective Date​” means a date which is three (3) years after the Issue Date,
including the Issue Date.

“​Final Redemption Date​” means the day failing on the third (3​rd​) anniversary of the
Issue Date (or, if such date is not a Business Day, the next following Business Day
in the same calendar month or the immediately preceding Business Day) or such
other date as may be prescribed by the Directors prior to the allotment of the
NCCPS, but which shall in any event be a date not earlier than the Effective Date.

“​Issue Date​” means the date on which the NCCPS are allotted.

“​NCCPS​” means the Non-Cumulative Convertible Preference Shares of the

Company of RM1.00 each (or such other par value in which such preference shares
are for the time being denominated) in the capital of the Company.

“​NCCPS Holder​” means the registered holders of the Non-Cumulative Convertible

Preference Shares.

“​Ordinary Shares​” means ordinary shares of RM1.00 each in the capital of the
Company.

“​Preferential Dividend​” means a non-cumulative preferential dividend calculated at

the rate of 7.0 percent per annum (7%) and payable on a NCCPS on a Dividend
Payment Date (including the Final Redemption Date) and such other dates when all
moneys owing in respect of the NCCPS have been paid in full.

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 “​Redemption Amount​” means, in relation to a NCCPS, the par value of such
NCCPS.

7.2. The NCCPS shall carry the following rights, benefits and privileges and be subject to
the following restrictions:

7.2.1. The NCCPS shall rank in priority to the existing Ordinary Share or any other
class of shares in the capital of the Company to all dividends and/or other
distribution that may be declared, paid or made subsequent the date of the
allotment thereof.

The NCCPS shall rank pari passu among themselves in all respects.

7.2.2. The NCCPS Holder –

1) Shall be entitled to receive copies of the reports and accounts (including

the balance sheet and profit and loss account), circulars and notices of
general meetings, being the same as those which the holders of
Ordinary Shares are entitled to receive, but shall not be entitled to attend
or vote or move or second any resolution at any general meeting other
than under the circumstances set out in clause 3 below;

2) Shall be entitled to attend, speak and vote at the NCCPS Holder

meeting;

3) Notwithstanding clause 1 above, shall be entitled to attend (in person or

by proxy or attorney or in the case of a corporation, by a duly authorised
representative) any general meeting of the Company and to be counted
for the purposes of a quorum at such general meeting and to vote at any
general meeting of the Company if (but only if) –

i. The Preferential Dividend or any part thereof is in arrears and

has remained unpaid for at least six (6) months; or

ii. The resolution in question varies the rights attached to the

NCCPS or directly affects the rights and privileges of the
NCCPS; or

iii. The resolution in question is for the winding-up of the Company

or for reducing the capital of the Company or sanctioning a sale
of the undertaking of the Company; or

iv. The resolution in question is for the purpose of exercising any

contractual or statutory voting rights of the NCCPS Holder.

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7.2.3. The NCCPS Holder shall, in a liquidation of, or on a return of capital by, the
Company be entitled in priority to any distribution or payment to be made in
favour of holders of any other classes of shares in the Company to be paid the
Redemption Amount s of the date of such payment, or a sum equivalent to the
amount fully paid up on the NCCPS, whichever is higher

The NCCPS Holder shall have no right to participate in the profits or assets of
the Company

7.2.4. The NCCPS Holder shall be entitled to be paid Preferential Dividends upon
and subject to the following terms:

a) The NCCPS shall confer on the NCCPS Holder the right in priority to any
dividend or distribution in favour of holders of any other classes of shares
in the Company. The Preferential Dividend in respect of a NCCPS shall not
accumulate unpaid dividends.

b) The Preferential Dividend shall be paid out of the Distributable Profits and
no dividend on any other share in the capital of the Company shall be
made unless the Company has sufficient Distributable Profits to cover the
Preferential Dividend

c) If the Company does not have sufficient Distributable Profits to cover the
full payment of any Preferential Dividend on a Dividend Payment date, the
Company shall make partial payment of such Preferential Dividend to the
NCCPS Holder.

In the event in any particular year, the Company does not have sufficient
Distributable Profits to cover the full payment of the Preferential Dividend
or any part thereof, the Company hereby agrees to utilize its reserved
funds to pay a sum equivalent to the outstanding Preferential Dividend for
that particular year to the NCCPS Holder.

7.2.5. The NCCPS shall be convertible into Ordinary shares of the Company at the
ratio of One (1) 1 Non-Cumulative Convertible Preference Shares for One (1)
Ordinary Shares based on the current market value of the Company which shall
be determined by the Company at its absolute discretion and in any event it
shall not be less than ​<<Amount in RM 01>>​ subject to 10% discount.

7.2.6. The NCCPS shall be redeemable.

7.2.7. The provisions of the Articles of Association relating to the registration,

transfer, transmission, certificates and replacement thereof applicable to
Ordinary Shares shall apply mutatis mutandis to the NCCPS.

There shall not be any pre-emption rights attaching to the NCCPS and the
NCCPS is not transferable during the Effective Date.

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