Optional Deferral
The Sukukholders agree that the Issuer may, at its sole discretion, elect to defer payment of the whole or part only of any Expected Periodic Distribution Amount which is otherwise scheduled to be paid on a Periodic Distribution Date to the next Periodic Distribution Date by giving notice (an “Optional Deferral Notice”) to the Sukuk Trustee with a copy to the Facility Agent not more than fifteen (15) nor less than five (5) Business Days prior to a scheduled Periodic Distribution Date unless an Issuer’s Compulsory Periodic Distribution Payment Event (as defined in the section entitled “Issuer’s Compulsory Periodic Distribution Payment Event”) has occurred. Such deferral shall be known as an “Optional Deferral” and such Expected Periodic Distribution Amount being deferred shall constitute the “Arrears of Deferred Periodic Distribution”.

No obligation to pay
Subject to the provisions in the section entitled “Other terms and conditions - Satisfaction of Arrears of Deferred Periodic Distribution by payment” and provided the Issuer has issued an Optional Deferral Notice in accordance with provisions set out in the section entitled “Other terms and conditions – Periodic Distribution Deferral - Optional Deferral”, the Issuer shall have no obligation to pay any Expected Periodic Distribution Amount (including any Arrears of Deferred Periodic Distribution and any Additional Periodic Distribution Amount) on any Periodic Distribution Date and any failure to pay Expected Periodic Distribution Amount shall not constitute a default of the Issuer in respect of the Perpetual Sukuk Wakalah.

Cumulative Deferral
The Issuer is not subject to any limit as to the number of times Expected Periodic Distribution Amount and Arrears of Deferred Periodic Distribution can be deferred except that the provisions in the section entitled “Other terms and conditions - Dividend and Capital Stopper” shall be complied with until all outstanding Arrears of Deferred Periodic Distribution have been paid in full.

Dividend and Capital Stopper
If on any Periodic Distribution Date, payment of all Expected Periodic Distribution Amount payments (including any Arrears of Deferred Periodic Distribution and Additional Periodic Distribution Amount) scheduled to be made on such date is not made in full by reason of this paragraph, the Issuer shall not:

(1) declare or pay any dividends, distributions or make any other payment on, and will procure that no dividend, distribution or other payment is made on any of its Junior Obligations or its Parity Obligations (except on a pro-rata basis with the Perpetual Sukuk Wakalah); or

(2) redeem, reduce, cancel, buy-back or acquire and will procure that no redemption, reduction, cancellation, buy back or acquisition is made in respect of any of its Junior Obligations or its Parity Obligations (except on a pro-rata basis with the Perpetual Sukuk Wakalah), until all Expected Periodic Distribution Amount due and payable, and any outstanding Arrears of Deferred Periodic Distribution has been paid in full.

Dividend and Capital Pusher
Notwithstanding the Optional Deferral, the payment by the Issuer in relation to any Arrears of Deferred Periodic Distribution (if any) will become due and payable within fifteen (15) days from any of the following date:

(a) if the Issuer has on such date declared or paid any dividends, distributions or other payments on any of its Junior Obligations, or its Parity Obligations (except on a pro-rata basis with the Perpetual Sukuk Wakalah); or

(b) if the Issuer has on such date redeemed, reduced, cancelled, or acquired any of its Junior Obligations, or its Parity Obligations (except on a pro-rata basis with the Perpetual Sukuk Wakalah).

The Perpetual Sukuk Wakalah may be redeemed at the option of the Issuer in whole, but not in part, on each Call Date at the relevant Dissolution Distribution Amount provided that the Issuer shall give not more than sixty (60) nor less than thirty (30) Business Days’ notice to the Sukuk Trustee (for and on behalf of the Sukukholders) with a copy to the Facility Agent (which notice shall be irrevocable and shall oblige the Issuer to redeem the Perpetual Sukuk Wakalah on the relevant Call Date).

“Call Date” means the First Call Date and each Periodic Distribution Date thereafter.

“First Call Date” means, in relation to the first tranche of Perpetual Sukuk Wakalah, the Periodic Distribution Date falling seven (7) years after the issue date of such Perpetual Sukuk Wakalah or such other date as may be agreed to between the Issuer and the JLMs prior to the issue date of the relevant Perpetual Sukuk Wakalah, and in relation to any other tranche of Perpetual Sukuk Wakalah, such date as shall be agreed to between the Issuer and the relevant JLMs prior to issuance of such tranche of Perpetual Sukuk Wakalah.

First Call Date : 6 December 2027

The Exercise Price shall be equal to:
(a) the nominal value of the Perpetual Sukuk Wakalah; plus
(b) any Expected Periodic Distribution Amount (including any Arrears of Deferred Periodic Distribution and any Additional Periodic Distribution Amount) payable and unpaid up to the date of redemption of the relevant Perpetual Sukuk Wakalah plus any Liquidity Facility; less
(c) the Deferred Sale Price paid.

The Issuer will be entitled to set-off the Exercise Price with any Liquidity Facility.