SUPPLEMENTAL TRUST DEED
FIVE (5) YEAR
REDEEMABLE CONVERTIBLE SECURED NOTES 2002/2007
WITH AN AGGREGATE NOMINAL VALUE OF RM288,820,655.00
THIS SUPPLEMENTAL TRUST DEED is made this 8th day of April 2005,
1. GULA PERAK BERHAD (Company No. 8104-X ), a company incorporated under the
laws of Malaysia and having its registered office at Level 7, Dynasty Hotel Kuala Lumpur,
218 Jalan Ipoh, 51200 Kuala Lumpur (“the Company”) of the first part;
2. UNIVERSAL TRUSTEE (MALAYSIA) BERHAD (Company No. 17540-D), a company
incorporated under the laws of Malaysia and having its registered office at No.1, Jalan
Ampang (3rd Floor) 50450 Kuala Lumpur (“Trustee”) of the other part;
3. SIGNET SHARE REGISTRATION SERVICES SDN BHD (Company No. 506293-D), a
company incorporated under the laws of Malaysia and having its registered office at Level 26,
Menara Multi-Purpose, Capital Square, No. 8 Jalan Munshi Abdullah, 50100 Kuala Lumpur
(“the Paying Agent”) of the last part.
A. Issuance of 2002/2007 Notes: By an ordinary resolution of directors the Company dated 8th
July 2002 and the shareholders of the Company passed at its Extraordinary General Meeting
held on 23th July 2002, the said directors and the Company have resolved to issue the five (5)
year Redeemable Convertible Secured Notes 2002/2007 with an aggregate nominal value of
Ringgit Malaysia Two Hundred Eighty Eight Million Eight Hundred Twenty Thousand Six
Hundred and Fifty Five (RM288,820,655.00) only with a coupon rate of Six percentum (6%)
per annum payable on the Coupon Payment Dates (as defined in the Principal Trust Deed)
(“2002/2007 RCSN”) at an issue price of Sen Eighty One Point Two Four (Sen 81.24) only
in respect of each 2002/2007 RCSN.
B. Principal Trust Deed: The Parties herein have entered into a Trust Deed on the 11th
December 2002 (“the Principal Trust Deed”), where the Trustee has agreed to act as trustee
for the benefit of the Holders (as defined therein) of the 2002/2007 RCSN upon the terms and
subject to the conditions hereinafter appearing.
C. Execution of Supplemental Trust Deed: Certain events and circumstances have taken place
which require the parties to execute another supplemental trust deed to vary, amend and
supplement the terms and conditions of the Principal Trust Deed, AND the parties are now
desirous of amending the terms, conditions and provisions of the Principal Trust Deed upon
the terms and subject to the conditions of this Supplemental Trust Deed.
Supplemental Trust Deed Page 1
THIS SUPPLEMENTAL TRUST DEED WITNESSETH AS FOLLOWS:-
1. AMENDMENT TO THE PRINCIPAL TRUST DEED
1.1 The parties hereby agree to insert, amend and replace the following clauses of the Principal
Trust Deed as follows:
1.1.1 Clause 1.1 of the Principal Trust Deed
The following word and expression shall be inserted in the definition section of the
Principal Trust Deed:
“approved adviser” means a licensed merchant bank, universal broker or
an adviser carrying on business in Malaysia as
approved by the Securities Commission and selected
by the Directors for the purposes of this Trust Deed.
1.1.2 Replacement of “approved merchant bank”: All references to “approved
merchant bank” in the Principal Trust Deed shall be amended to “approved adviser”.
2. PRINCIPAL TRUST DEED STILL SUBSISTING
2.1 Principal Trust Deed Still Subsisting: This Supplemental Trust Deed shall be construed as
one with the Principal Trust Deed. Accordingly, without prejudice to the generality of the
foregoing, the term “these presents” or “this Trust Deed” as used in the Principal Trust
Deed, and all references to Trust Deed, howsoever expressed, in all other instruments and
agreement executed thereunder or pursuant thereto shall, for all purposes, refer to the
Principal Trust Deed as amended, modified and supplemented by this Supplemental Trust
3.1 Acknowledgement: The Parties hereby expressly acknowledge that they have each read,
understood and accepted the various terms and conditions herein contained.
4. BINDING EFFECT AND ASSIGNMENT
4.1 Successors Bound: This Supplemental Trust Deed shall be binding upon the respective
successors in title, permitted assigns, heirs, estates and personal representatives of the Parties
4.2 Assignments: The Parties hereto shall not be entitled to assign its rights and obligations
hereunder without the prior written consent of the other Party, which consent shall not be
unreasonably refused or delayed.
5.1 Time: Time shall be of the essence as regards the provisions of this Supplemental Trust Deed,
both as regards the times and periods mentioned herein and as regards any times or periods
which may, by agreement between the Parties, be substituted for them.
Supplemental Trust Deed Page 2
5.2 Governing Law: These presents shall be governed by and construed in accordance with the
laws of Malaysia and the Company and the Trustee shall submit to the non-exclusive
jurisdiction of the Courts of Malaysia in all matters connected with the writ of summons or
any legal process in respect of any such action or proceeding may be effected on the
Company and/or the Trustee by forwarding a copy of the writ of summons statement of claim
or other legal process by registered post to their respective addresses as indicated herein.
5.3 Effective Date: This Supplemental Trust deed shall take effect from the date first hereinabove
entered, irrespective of the diverse dates upon which the respective Parties may have executed
this Supplemental Trust Deed.
5.4 Cost and Expenses: The Company shall bear all costs and expenses, including stamp,
documentary, registration or similar duty or similar duty or tax, incurred and such reasonable
solicitor’s fees incurred by the Trustee in connection with the preparation, negotiation and
entry into of these presents.
6.1 Definitions used in the Principal Trust Deed to be applicable: The expressions used
herein shall, unless repugnant to the context, have the same meanings as defined in the
Principal Trust Deed.
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
THE EXECUTION PAGE FOLLOWS IMMEDIATELY
Supplemental Trust Deed Page 3
Supplemental Trust Deed Execution Page